Section 9 Transfer Restrictions. Subscriber agrees that it shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subscribed Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subscribed Shares (clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), for a period beginning on the date hereof and ending on the date that is six (6) months from the Closing (the “Lock-Up Period”), in each case, without the prior written consent of the Company. Notwithstanding the foregoing provisions of this Section 9, Subscriber may Transfer any Subscribed Shares to (A) any affiliate of Subscriber or to any investment fund or other entity controlled or managed by, or under common control or management with, Subscriber, (B) Subscriber’s stockholders, partners, members or other equity holders or (C) the Company in connection with the repurchase of the Company’s Class A common stock; provided, however, in the case of clauses (A) and (B), that the transferee must enter into a written agreement agreeing to be bound to the terms of this Subscription Agreement, including the transfer restrictions in this Section 9. The transfer restrictions set forth in this Section 9 shall (i) be of no further force or effect automatically on the date that is three (3) months after the Closing if the last reported sale price of Class A common stock equals or exceeds $40.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period during the period commencing on the Closing Date and ending on the date that is three (3) months after the Closing, (ii) immediately and automatically be of no further force or effect if the last reported sale price of Class A common stock equals or exceeds $65.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period during the period commencing on the Closing Date and ending on the date that is three (3) months after the Closing and (iii) immediately and automatically be of no further force or effect if the last reported sale price of Class A common stock equals or exceeds $40.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period during the period commencing on the date that is three (3) months after the Closing and ending on the date that is six (6) months after the Closing.

Section 9 Transfer Restrictions. Subscriber agrees that it shall not, without the prior written consent of the Company, (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subscribed Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subscribed Shares or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), for a period beginning on the date hereof and ending on the date that is six (6) months after the Closing (the “Lock-Up Period”); provided; however, that the transfer restrictions set forth in this Section 9 shall (i) be of no further force or effect automatically on the date that is three (3) months after the Closing if the last reported sale price of Class A common stock equals or exceeds $40.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period during the period commencing on the Closing Date and ending on the date that is three (3) months after the Closing, (ii) immediately and automatically be of no further force or effect if the last reported sale price of Class A common stock equals or exceeds $65.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period during the period commencing on the Closing Date and ending on the date that is three (3) months after the Closing and (iii) immediately and automatically be of no further force or effect if the last reported sale price of Class A common stock equals or exceeds $40.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period during the period commencing on the date that is three (3) months after the Closing and ending on the date that is six (6) months after the Closing.