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c.

(i)  Transfer  by  the  lock-up  party  of  the  lock-up  securities  pursuant  to  a  bona  fide  third-party  tender 
offer, merger, consolidation, or other similar transaction that is approved by our board of directors and 
made to all our holders of capital stock involving a change of control, provided that in the event that 
such  tender  offer,  merger,  consolidation,  or  other  similar  transaction  is  not  completed,  the  lock-up 
securities  must  remain  subject  to  the  lock-up  restrictions,  and  (ii)  entry  into  any  lock-up,  voting,  or 
similar agreement pursuant to which the lock-up party may agree to transfer, sell, tender, or otherwise 
dispose  of  shares  of  common  stock  or  such  other  securities  convertible  into  or  exercisable  or 
exchangeable for common stock in connection with a transaction described in clause (i) above;

d. Transfer by the lock-up party of the lock-up securities to us in connection with (i) the conversion of our 
outstanding  shares  of  preferred  stock  into  shares  of  common  stock  in  connection  with  the 
consummation of this offering, or (ii) the conversion, reclassification, redemption, or exchange of any 
shares of any class of common stock or lock-up securities into shares of another class of common stock 
or  lock-up  securities,  provided  that  any  such  shares  of  common  stock  or  lock-up  securities  received 
upon such conversion, reclassification, redemption, or exchange pursuant to clause (i) or (ii) must be 
subject to the terms of a lock-up agreement; and

e.

exercise  of  any  option  to  purchase  any  lock-up  securities  pursuant  to  any  of  our  or  our  subsidiaries’ 
stock  incentive  plan,  long-term  incentive  plan,  stock  purchase  plan,  or  other  equity  award  plan  or 
arrangement, each as described herein, on a cash basis, and the receipt by the lock-up party from us of 
lock-up securities upon such exercise, provided that the underlying lock-up securities must be subject 
to the terms of a lock-up agreement.

Our non-founder directors, officers, and certain current or former employees or consultants of ours have agreed 
with the underwriters, or are bound by market standoff agreements with us for the benefit of the underwriters, 
such that all of the lock-up securities owned by them are subject to the restrictions described above until the 
earlier  to  occur  of (x)  6:00  AM  Eastern  Time  on  the  second  full  trading  day  immediately  following  the  Q1 
Earnings  Release  Date  or  (y)  immediately  after  the  close  of  the  trading  day  on  the  180th  Day,  subject  to 
specified early expiration provisions as follows:

a.

on  or  after  the  commencement  of  trading  of  our  Class  A  common  stock  on  the  first  trading  day 
following the date of this prospectus, up to 10% of the aggregate number of lock-up securities held by 
such lock-up parties as of the last day of the month preceding the month of the date of this prospectus 
may be Transferred; and

b. on  or  after  6:00  AM  Eastern  Time  on  the  second  full  trading  day  immediately  following  the  public 
release  of  our  annual  financial  results  (which  for  this  purpose  does  not  include  “flash”  numbers  or 
preliminary,  partial  earnings)  for  the  fiscal  year  ending  December  31,  2026  (the  date  of  such  public 
release, the “FY26 Earnings Release Date”), up to an additional 35% of lock-up securities held by such 
lock-up parties as of the last day of the month preceding the month of the date of this prospectus may 
be Transferred.

Certain  of  our  stockholders  have  agreed  with  the  underwriters,  or  are  bound  by  market  standoff  agreements 
with us for the benefit of the underwriters, such that all of the lock-up securities owned by them are subject to 
the  restrictions  described  above  until  the  earlier  to  occur  of  (x)  6:00  AM  Eastern  Time  on  the  second  full 
trading  day  immediately  following  the  Q1  Earnings  Release  Date  or  (y)  immediately  after  the  close  of  the 
trading day on the 180th Day, subject to specified early expiration provisions as follows:

a.

on or after 6:00 AM Eastern Time on each of the dates that are 27 and 48 days, respectively, after the 
date of this prospectus, up to 6% of the aggregate number of lock-up securities held by such lock-up 
parties as of the date that is seven days prior to the date of this prospectus may be Transferred;

b. on or after 6:00 AM Eastern Time on each of the dates that are 62 and 76 days, respectively, after the 
date of this prospectus, up to an additional 7% of the aggregate number of lock-up securities held by 
such  lock-up  parties  as  of  the  date  that  is  seven  days  prior  to  the  date  of  this  prospectus  may  be 
Transferred;

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