The foregoing restrictions shall not apply to (A) a transfer of the Undersigned’s Shares (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) with the prior written consent of the Representatives on behalf of the Purchasers, (iv) to limited partners, general partners, limited liability company members or stockholders of the undersigned, or, if the undersigned is a corporation, to any wholly-owned subsidiary of such corporation; (v) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; (vi) to the Company by a current or former employee, consultant, manager or other person who was employed by or performed services for the Company or any subsidiary in connection with the cessation of such employment or services; provided that (1) in the case of (i), (ii), (iv) and (v) above, each donee, trustee of the trust, or transferee agrees to be bound in writing by the restrictions set forth herein (except that bona fide gifts of shares of Class A Common Stock may be made to one or more charitable organizations pursuant to (i) above without any such agreement to be bound by the restrictions set forth herein, so long as the aggregate number of such shares transferred pursuant to this parenthetical and any substantially similar provision included in any other lock-up agreements executed by directors and officers of the Company in connection with the Placement shall not exceed a maximum of 1.0% of the total number of shares of Class A Common Stock outstanding upon consummation of the Placement), (2) any such transfer shall not involve a disposition for value and (3) in the case of (i), (ii), (iv), (v) and (vi) above, any such transfer is not required to be or voluntarily publicly disclosed or reported with the SEC on Form 3, 4 or 5 in accordance with Section 16 of the United States Exchange Act of 1934, as amended (the “Exchange Act”) during the Lock-Up Period (other than on any such Form required to be filed under Section 16 of the Exchange Act with respect to bona fide gifts of shares of Class A Common Stock may be made to one or more charitable organizations pursuant to (i) above, so long as (x) such Form indicates by footnote disclosure or otherwise the nature of the transfer or disposition, and (y) the aggregate number of such shares transferred pursuant to this parenthetical and any substantially similar provision included in any other lock-up agreements executed by directors and officers of the Company in connection with the Placement shall not exceed a maximum of 1.0% of the total number of shares of Class A Common Stock outstanding upon consummation of the Placement); (B) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of any of the Undersigned’s Shares (a “Trading Plan”); provided that the establishment of such Trading Plan is not required to be or voluntarily publicly disclosed or reported with the SEC on Form 3, 4 or 5 in accordance with Section 16 of the Exchange Act during the Lock-Up Period and such Trading Plan shall not provide for or permit any transfers, sales or other dispositions of any of the Undersigned’s Shares until after the Lock-Up Period (other than any such transfers, sales or other dispositions permitted pursuant to (C)(ii) below); (C) sales pursuant to (i) a Trading Plan established prior to the date hereof and not amended or modified during the Lock-Up Period or (ii) a Trading Plan established during the Lock-Up Period, provided that (x) any such existing Trading Plan or the material terms of any such new Trading Plan have been disclosed to you in writing prior to the execution of this Lock-Up Agreement by the undersigned, (y) any such new Trading Plan with terms that materially differ from those previously disclosed to you shall be approved by you in writing, and (z) such sales are not voluntarily publicly disclosed or reported with the SEC on Form 3, 4 or 5 in accordance with Section 16 of the Exchange Act during the Lock-Up Period (other than on any such Form required to be filed under Section 16 of the Exchange Act, in which case such Form would indicate by footnote disclosure or otherwise the nature of the transfer or disposition); (D) a transfer the Undersigned’s Shares in connection with a sale of any of the Undersigned’s Shares acquired in open market transactions after the Placement; provided that such transfer is not required to be or voluntarily publicly disclosed or reported with the SEC on Form 3, 4 or 5 in accordance with Section 16 of the Exchange Act during the Lock-Up Period; (E) the exercise of any options outstanding as of the date hereof if the undersigned is a current or former employee, consultant, manager or other person who was employed by or performed services for the Company or any subsidiary and if such option was issued pursuant to the Company’s equity incentive plans and would otherwise expire by its terms during the Lock-Up Period in connection with the cessation of such employment or services; provided that any securities received upon such exercise will also be subject to this Lock-up Agreement; (F) the conversion of any convertible securities if the undersigned is a current or former employee, consultant, manager or other person who was employed by or performed services for the Company or any subsidiary, provided that any securities received upon such conversion will also be subject to this Lock-up Agreement; (G) the transfer of shares of Class A Common Stock to the Company as a forfeiture, or the automatic sale of shares of Class A Common Stock, in each case to satisfy any income, employment or social tax withholding and remittance obligations of the undersigned or the employer of the undersigned in connection with the vesting of deferred units or restricted stock units held by the undersigned and outstanding as of the date of the Offering Memorandum; provided that any such transfers or sales are not voluntarily publicly disclosed or reported with the SEC on Form 3, 4 or 5 in accordance with Section 16 of the Exchange Act during the Lock-Up Period (other than on any such Form required to be filed under Section 16 of the Exchange Act, in which case such Form shall indicate by footnote disclosure or otherwise the nature of the transfer or sale); (H) any transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s common stock involving a change of control of the Company; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the restrictions contained in this Lock-Up Agreement and (I) other sales or other dispositions of up to 20,000 shares of Class A Common Stock included in the Undersigned’s Shares. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.