1008-00002 · Lumos Analytics Inc · Underwriting

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FORM OF LOCK-UP AGREEMENT

Exhibit to Registration Statement on Form S-1 File Number 333-264518 of Lumos Analytics Inc.

This is the form of Lock-Up Agreement to be entered into by each director, executive officer, and certain stockholders of Lumos Analytics Inc. in connection with the proposed public offering of shares of Class A Common Stock described herein. This form is filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-264518) filed by the Company with the Securities and Exchange Commission.

Pinnacle Securities LLC As Representative of the several Underwriters 399 Park Avenue New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that Pinnacle Securities LLC ("Pinnacle" or the "Representative") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Lumos Analytics Inc., a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"). The undersigned further understands that Pinnacle Securities LLC and Whitfield & Company LLC are serving as joint book-running managing underwriters in connection with the Public Offering and that Graystone Capital Markets Inc. is serving as co-manager (Pinnacle Securities LLC, Whitfield & Company LLC, and Graystone Capital Markets Inc. are collectively referred to herein as the "Underwriters").

The undersigned recognizes that the Public Offering and the Underwriting Agreement are being entered into in reliance upon, among other things, this lock-up agreement (this "Lock-Up Agreement"), and that the willingness of the Underwriters to proceed with the Public Offering is conditioned upon the execution and delivery of this Lock-Up Agreement by the undersigned and certain other stockholders, directors, and executive officers of the Company. The undersigned further recognizes that the restrictions contained herein are designed to protect the integrity of the Public Offering, to stabilize the market for the Company's Class A Common Stock following the Public Offering, and to protect the interests of the Company, the Underwriters, and the investing public.

The undersigned is a [director / executive officer / stockholder holding more than 1% of the outstanding shares] of the Company. [Note: Each signatory should identify their capacity by selecting the applicable description(s) above.]

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:

SECTION 1: LOCK-UP RESTRICTIONS

1.1 Lock-Up Period

For purposes of this Lock-Up Agreement, the "Lock-Up Period" shall mean the period beginning on the date of the final prospectus relating to the Public Offering (the "Final Prospectus") and ending on, and including, the date that is one hundred eighty (180) days after the date of the Final Prospectus. The exact calendar dates of the Lock-Up Period shall be determined based on the actual pricing date of the Public Offering; provided, however, that the 180-day duration of the Lock-Up Period is fixed and shall not be shortened except as expressly provided in Section 3 of this Lock-Up Agreement or by the prior written consent of the Representative.

1.2 Restricted Activities

During the Lock-Up Period, the undersigned agrees that the undersigned will not, directly or indirectly, without the prior written consent of Pinnacle Securities LLC (which consent may be withheld in Pinnacle Securities LLC's sole and absolute discretion):

(a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of any shares of Class A Common Stock or Class B Common Stock of the Company (collectively, "Common Stock"), or any securities convertible into, or exercisable or exchangeable for, Common Stock (collectively with Common Stock, the "Lock-Up Securities");

(b) pledge, hypothecate, grant any security interest in, or otherwise encumber any Lock-Up Securities;

(c) enter into any swap, hedge, short sale, forward, option, or other derivative transaction that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of Lock-Up Securities, in cash, or otherwise;

(d) make any demand for, or exercise any right with respect to, the registration under the Securities Act of 1933, as amended (the "Securities Act"), of any Lock-Up Securities or any securities convertible into or exercisable or exchangeable for Lock-Up Securities, including without limitation pursuant to any registration rights agreement or similar agreement to which the undersigned is a party or by which the undersigned is bound; or

(e) publicly disclose the intention to do any of the foregoing, whether by press release, filing with the SEC, posting on any social media platform, or otherwise.

The foregoing restrictions shall apply whether the Lock-Up Securities are then owned or are thereafter acquired by the undersigned, directly or indirectly, and whether any such offer, sale, contract, pledge, swap, hedge, or other transaction or disposition is for the account of the undersigned or for the account of any other person or entity. For the avoidance of doubt, the restrictions set forth in this Section 1.2 apply to Lock-Up Securities held of record by the undersigned, beneficially owned by the undersigned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or over which the undersigned otherwise exercises investment or voting control.

1.3 Applicability to Both Classes of Common Stock

The undersigned acknowledges and agrees that the restrictions set forth in this Lock-Up Agreement cover both Class A Common Stock (which carries one (1) vote per share) and Class B Common Stock (which carries ten (10) votes per share), as well as all shares of the Company's preferred stock, including without limitation shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, in each case to the extent such shares of preferred stock are converted into shares of Common Stock upon or in connection with the closing of the Public Offering. The restrictions set forth herein further apply to all stock options (whether vested or unvested), restricted stock units (whether vested or unvested), warrants, and any other rights to acquire or receive shares of Common Stock, regardless of the plan or agreement under which such options, restricted stock units, warrants, or other rights were granted, issued, or acquired.

SECTION 2: PERMITTED EXCEPTIONS

Notwithstanding the restrictions set forth in Section 1 above, the undersigned may make or enter into the following transfers and transactions without the prior written consent of the Representative, provided that the applicable conditions set forth below and in Section 2.7 are satisfied:

2.1 Estate Planning Transfers

The undersigned may transfer Lock-Up Securities as a bona fide gift or gifts, or by will or intestacy, to:

(i) any member of the undersigned's immediate family (for purposes of this Lock-Up Agreement, "immediate family" means any relationship by blood, current or former marriage, domestic partnership, or adoption, not more remote than first cousin);

(ii) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, including without limitation any revocable trust, irrevocable trust, grantor retained annuity trust, or similar estate planning vehicle; or

(iii) any partnership, limited liability company, corporation, or other entity of which the undersigned and/or members of the undersigned's immediate family are the legal and beneficial owner(s) of all of the outstanding equity interests.

Conditions: Each such transfer shall be subject to the following conditions: (A) each donee, distributee, or transferee shall, prior to or simultaneously with such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, agreeing to be bound by the restrictions set forth herein with respect to the transferred Lock-Up Securities for the remainder of the Lock-Up Period; and (B) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer during the Lock-Up Period, other than any required Form 5 filing; provided that any such Form 5 filing shall clearly indicate by footnote disclosure that the transfer was to a permitted transferee and that no consideration was paid or received in connection therewith.

2.2 Charitable Gifts

The undersigned may transfer Lock-Up Securities as a bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or to any organization contributions to which are deductible under Section 170(c) of the Code, in each case so long as such organization is a bona fide charitable organization and the transfer is being made for charitable purposes and not for the purpose of circumventing the restrictions set forth in this Lock-Up Agreement.

Conditions: Each such transfer shall be subject to the following conditions: (A) the donee charitable organization shall, prior to or simultaneously with such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, agreeing to be bound by the restrictions set forth herein with respect to the transferred Lock-Up Securities for the remainder of the Lock-Up Period; and (B) no public announcement shall be made, and no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, in connection with such transfer during the Lock-Up Period, other than any required filing; provided that any such required filing shall clearly indicate by footnote disclosure the charitable nature of the transfer and that no consideration was received in connection therewith.

2.3 Transfers to Affiliates or Related Entities

If the undersigned is a corporation, partnership, limited liability company, trust, or other business entity, the undersigned may transfer Lock-Up Securities to any stockholder, general partner, limited partner, member, or beneficiary of the undersigned, or to any affiliate of the undersigned (as defined in Rule 405 promulgated under the Securities Act), including without limitation any entity that directly or indirectly controls, is controlled by, or is under common control with the undersigned.

Conditions: Each such transfer shall be subject to the following conditions: (A) each transferee shall, prior to or simultaneously with such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, agreeing to be bound by the restrictions set forth herein with respect to the transferred Lock-Up Securities for the remainder of the Lock-Up Period; and (B) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer during the Lock-Up Period, except as otherwise permitted under Section 2.1 above with respect to required Form 5 filings.

2.4 Transactions Under Rule 10b5-1 Plans

The undersigned may establish a trading plan that complies with Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities; provided, however, that (i) such trading plan does not provide for the transfer or disposition of any Lock-Up Securities during the Lock-Up Period, and (ii) to the extent a public announcement or filing under the Exchange Act regarding the establishment of such plan is required by the Company, any applicable regulation, or any listing rule of the securities exchange on which the Class A Common Stock is listed, such announcement or filing shall include a statement to the effect that no transfer or disposition of Lock-Up Securities may be made under such plan during the Lock-Up Period. No voluntary public announcement or filing regarding the establishment of any such plan shall be made by or on behalf of the undersigned during the Lock-Up Period without the prior written consent of the Representative.

2.5 Exercise of Stock Options and Settlement of RSUs

The undersigned may exercise stock options or settle restricted stock units ("RSUs") granted under the Company's 2019 Equity Incentive Plan, the Company's 2024 Equity Incentive Plan, or any other equity incentive plan of the Company in effect from time to time; provided, however, that (i) the underlying shares of Common Stock received upon such exercise or settlement shall remain subject to the terms and restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (ii) any transfer of shares of Common Stock to the Company (or any withholding of shares by the Company) solely for the purpose of satisfying any tax withholding obligations arising in connection with such exercise or settlement shall be permitted, so long as no shares of Common Stock are sold on the open market in connection therewith. For the avoidance of doubt, this Section 2.5 shall not authorize the sale, transfer, or other disposition of any shares of Common Stock received upon the exercise of stock options or the settlement of RSUs, except to the extent that such shares are transferred to the Company or withheld by the Company to satisfy applicable tax withholding obligations.

2.6 Shares Acquired in the Public Offering or Open Market

The restrictions set forth in Section 1 shall not apply to transactions relating to shares of Class A Common Stock acquired by the undersigned in the Public Offering (including through any allocation to the undersigned as part of a directed share program, if applicable) or in open market transactions occurring after the completion of the Public Offering; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transactions during the Lock-Up Period. For the avoidance of doubt, this exception applies only to shares of Class A Common Stock acquired after the date of the Final Prospectus in the Public Offering or in open market transactions, and does not apply to any Lock-Up Securities that were held by the undersigned prior to the Public Offering.

2.7 General Conditions for All Exceptions

The following general conditions apply to all permitted transfers and transactions described in this Section 2:

(a) No permitted transfer shall be effective unless and until the Representative has received written notice of such proposed transfer at least three (3) business days prior to the proposed date of such transfer, together with a signed lock-up agreement from the transferee (where applicable under Sections 2.1, 2.2, or 2.3 above) in substantially the form of this Lock-Up Agreement.

(b) No consideration (whether in cash, property, or otherwise) shall be received by the undersigned, directly or indirectly, in connection with any permitted transfer described in Sections 2.1, 2.2, or 2.3 above (gift transfers), and any such transfer that involves the payment or receipt of consideration shall not be a permitted transfer hereunder.

(c) The undersigned acknowledges that the Representative may, in its reasonable discretion, require additional documentation or certifications in connection with any proposed permitted transfer, including without limitation certifications as to the identity and status of the proposed transferee and the bona fide nature of the transfer.

SECTION 3: EARLY RELEASE

3.1 Sole Discretion of Pinnacle Securities LLC

The Representative, in its sole and absolute discretion, may release any or all of the Lock-Up Securities from the restrictions set forth in this Lock-Up Agreement, in whole or in part, at any time during the Lock-Up Period and for any reason or no reason. Any such release may be with or without conditions (including, without limitation, conditions relating to the timing, volume, or manner of any subsequent sale or disposition), and may apply to the undersigned only, to all holders of Lock-Up Securities who have entered into lock-up agreements in the form of this Lock-Up Agreement, or to any subset of such holders, as the Representative may determine in its sole discretion. The undersigned acknowledges that the Representative shall have no obligation to treat all holders of Lock-Up Securities equally or proportionally with respect to any such release.

3.2 No Obligation to Release

The Representative shall not be under any obligation to release any Lock-Up Securities from the restrictions set forth herein at any time during the Lock-Up Period. The undersigned shall have no right to demand, request, or petition for such release, and the decision to grant or deny any release shall rest solely and exclusively with the Representative.

3.3 Notice and Public Announcement of Release

If the Representative agrees to release any officer or director of the Company (as such terms are defined in Rule 16a-1(f) under the Exchange Act) from the restrictions set forth in this Lock-Up Agreement or in any substantially similar lock-up agreement entered into in connection with the Public Offering, the Representative shall provide written notice of such release to the Company at least three (3) business days before the effective date of such release. Upon receipt of such notice, the Company shall announce the impending release, or the release, of such Lock-Up Securities by issuing a press release through a major news service (which may include, without limitation, Calderon Data Systems, PR Newswire, GlobeNewsWire, or a comparable service) reasonably promptly following receipt of such notice and in any event no later than the business day immediately preceding the effective date of such release.

SECTION 4: ADDITIONAL REPRESENTATIONS AND AGREEMENTS

4.1 Authority. The undersigned represents and warrants to the Representative that the undersigned has full legal right, power, and authority to enter into this Lock-Up Agreement and to perform all obligations hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the person signing this Lock-Up Agreement on behalf of the undersigned has been duly authorized to execute and deliver this Lock-Up Agreement on behalf of the undersigned, and all corporate, partnership, limited liability company, trust, or other action necessary for the authorization, execution, delivery, and performance of this Lock-Up Agreement has been duly and validly taken.

4.2 Binding Agreement

This Lock-Up Agreement constitutes a legal, valid, and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.3 No Conflict

The execution, delivery, and performance by the undersigned of this Lock-Up Agreement and the consummation of the transactions contemplated hereby will not (a) violate, conflict with, or result in a breach of or default under any provision of the organizational documents of the undersigned (if the undersigned is an entity), (b) violate, conflict with, or result in a breach of or default under any agreement, contract, indenture, mortgage, deed of trust, lease, license, or other instrument or obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's properties or assets may be bound, (c) violate any order, writ, injunction, judgment, or decree of any court or governmental authority applicable to the undersigned, or (d) violate any applicable statute, rule, or regulation.

4.4 Stop Transfer Instructions

To ensure compliance with the restrictions set forth in this Lock-Up Agreement, the undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent, Broadleaf Transfer Services Inc. (or any successor transfer agent), prohibiting the transfer of Lock-Up Securities held of record by the undersigned during the Lock-Up Period, except in compliance with this Lock-Up Agreement. The undersigned acknowledges that such stop transfer instructions may be irrevocable until the expiration or earlier termination of the Lock-Up Period. The undersigned agrees to cooperate with the Company and its transfer agent in connection with the implementation and enforcement of such stop transfer instructions and shall not take any action to circumvent or interfere with such instructions.

4.5 Legend. The undersigned agrees that a restrictive legend substantially in the following form (or such other form as may be reasonably required by the Company or its transfer agent) shall be placed on any stock certificates representing the Lock-Up Securities:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF [DATE], BETWEEN THE HOLDER HEREOF AND PINNACLE SECURITIES LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED DURING THE LOCK-UP PERIOD SPECIFIED IN SUCH AGREEMENT EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF."

If the Lock-Up Securities are held in book-entry form, the undersigned agrees that an equivalent notation shall be made in the book-entry records maintained by Broadleaf Transfer Services Inc. (or any successor transfer agent) with respect to such Lock-Up Securities. Upon the expiration or earlier termination of the Lock-Up Period, the Company shall promptly cause the removal of any such legend or notation.

4.6 No Voting Restriction

For the avoidance of doubt, nothing in this Lock-Up Agreement shall restrict the undersigned from exercising any voting rights with respect to any Lock-Up Securities during the Lock-Up Period, including without limitation the right to vote shares of Common Stock at any annual or special meeting of stockholders of the Company, or by written consent in lieu of any such meeting, in each case in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable law.

SECTION 5: TERMINATION

5.1 Automatic Termination

This Lock-Up Agreement shall automatically terminate and be of no further force or effect, without any action on the part of the undersigned, the Representative, or the Company, if any of the following events occurs:

(a) the Company notifies the Representative in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering;

(b) the Underwriting Agreement (other than the provisions thereof that by their terms survive termination) is terminated or otherwise ceases to be effective prior to the closing of the Public Offering and the payment for and delivery of the shares of Class A Common Stock to be sold thereunder; or

(c) the Registration Statement is withdrawn by the Company pursuant to Rule 477 under the Securities Act, or is otherwise withdrawn, abandoned, or rendered ineffective by the Company or by order of the SEC, prior to the closing of the Public Offering.

For the avoidance of doubt, and for informational purposes, the Registration Statement on Form S-1 bearing File Number 333-264518 was in fact withdrawn by the Company, and the Public Offering contemplated thereby did not proceed to closing. Accordingly, this provision establishes that any lock-up agreements in the form of this Lock-Up Agreement, had they been fully executed and delivered in connection with such offering, would have terminated automatically upon the occurrence of such withdrawal, and no party would have had any further rights or obligations hereunder.

5.2 Effect of Termination

Upon the termination of this Lock-Up Agreement pursuant to Section 5.1 above or upon the natural expiration of the Lock-Up Period, (a) no party shall have any further rights or obligations under this Lock-Up Agreement, (b) the Company shall promptly instruct Broadleaf Transfer Services Inc. (or any successor transfer agent) to remove any stop transfer instructions imposed in connection with this Lock-Up Agreement, and (c) the Company shall cause the removal of any restrictive legends or book-entry notations placed on the Lock-Up Securities pursuant to Section 4.5 hereof. The foregoing shall not affect any rights or remedies that may have accrued prior to such termination or expiration on account of a breach of this Lock-Up Agreement.

SECTION 6: MISCELLANEOUS PROVISIONS

6.1 Governing Law

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Lock-Up Agreement, and each party irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

6.2 Entire Agreement

This Lock-Up Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof. There are no representations, warranties, covenants, or undertakings with respect to the subject matter hereof other than those expressly set forth herein.

6.3 Amendments and Waivers

This Lock-Up Agreement may not be amended, modified, or supplemented except by a written instrument executed by the Representative and the undersigned. No waiver by the Representative of any provision of this Lock-Up Agreement or of any right or remedy hereunder shall operate as, or be construed as, a waiver of any other provision, right, or remedy, or as a waiver of the same provision, right, or remedy on any future occasion. No failure or delay by the Representative in exercising any right or remedy under this Lock-Up Agreement shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

6.4 Successors and Assigns

This Lock-Up Agreement and all of the provisions hereof shall be binding upon the undersigned and the undersigned's successors, heirs, personal representatives, executors, administrators, and assigns (including any transferee of Lock-Up Securities who is required to execute a lock-up agreement pursuant to Section 2 hereof). This Lock-Up Agreement shall inure to the benefit of the Representative and its successors and assigns. The undersigned may not assign this Lock-Up Agreement or any rights or obligations hereunder without the prior written consent of the Representative.

6.5 Counterparts. This Lock-Up Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of this Lock-Up Agreement by facsimile transmission, by email in portable document format (.pdf), or by any other electronic transmission method permitted by applicable law shall be effective as delivery of a manually executed counterpart hereof.

6.6 Severability. If any term, provision, covenant, or restriction of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.

6.7 Specific Performance

The undersigned acknowledges and agrees that the Representative and the Company would be irreparably harmed by any breach or threatened breach of this Lock-Up Agreement and that money damages alone would not be an adequate remedy for any such breach or threatened breach. Accordingly, in addition to any other rights or remedies that may be available at law or in equity, the Representative (and the Company, as a third-party beneficiary hereof) shall be entitled to seek and obtain specific performance and injunctive or other equitable relief as a remedy for any breach or threatened breach of this Lock-Up Agreement, without the necessity of proving actual damages, posting any bond or other security, or establishing the inadequacy of any remedy at law. The undersigned hereby waives any requirement for the securing or posting of any bond in connection with any such remedy.

6.8 Third-Party Beneficiary

The Company is an intended third-party beneficiary of this Lock-Up Agreement and shall have the right, power, and authority to enforce the provisions hereof directly against the undersigned as if the Company were a party hereto. Except as expressly provided in this Section 6.8, nothing in this Lock-Up Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and the Company (and their respective successors, heirs, and permitted assigns) any legal or equitable right, benefit, or remedy of any nature under or by reason of this Lock-Up Agreement.

6.9 Headings. The section headings and captions contained in this Lock-Up Agreement are inserted for convenience of reference only and shall not constitute a part of, or affect in any way the meaning or interpretation of, this Lock-Up Agreement.

6.10 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Lock-Up Agreement shall be in writing and shall be delivered to the respective parties at the following addresses (or at such other address as a party may designate by written notice to the other parties):

If to the Representative:

Pinnacle Securities LLC 399 Park Avenue New York, NY 10022

Attention: Equity Capital Markets — [Insert contact name]

Email: [Insert email address]

If to the undersigned, at the address set forth on the signature page hereof, or at such other address as the undersigned may designate by written notice to the Representative.

Notices shall be deemed to have been duly given (a) upon personal delivery to the party to be notified, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.) for next-business-day delivery, charges prepaid, with written verification of receipt, or (c) upon receipt if sent by electronic mail to the email address set forth above (or such other email address as a party may designate), provided that such electronic mail is followed by delivery of a copy by one of the methods described in clauses (a) or (b) above within two (2) business days thereafter.

[Signature Page Follows]

SIGNATURE PAGE TO LOCK-UP AGREEMENT

Very truly yours,

[Insert Name of Signatory]

________________________________________

Signature

Print Name: [Insert Name]

Title (if signing on behalf of an entity): [Insert Title]

Address for Notices:

[Insert Address] [Insert City, State, ZIP Code]

Email: [Insert Email Address]

Lock-Up Securities Beneficially Owned by the Undersigned:

[Insert number] shares of [Class A / Class B] Common Stock

[Insert number] shares of Common Stock subject to outstanding stock options

[Insert number] shares of Common Stock subject to outstanding restricted stock units

[Describe any other Lock-Up Securities held or beneficially owned]

Date: ________

ACCEPTED AND AGREED:

PINNACLE SECURITIES LLC, as Representative of the several Underwriters

By: ________

Name: [Insert Name]

Title: [Insert Title]

Date: ________

SCHEDULE A

Lock-Up Securities of the Undersigned

[To be completed by each signatory prior to execution.]

Total Lock-Up Securities: [Insert total number]

The undersigned certifies that the information set forth in this Schedule A is true, correct, and complete as of the date of execution of the Lock-Up Agreement to which this Schedule A is attached.

________________________________________

Signature of the Undersigned

Print Name: [Insert Name]

Date: ________

Type of Security	Number of Shares / Securities	Acquisition Date	Notes
Class A Common Stock	[Insert number]	[Insert date]	[e.g., acquired upon conversion of Series B Preferred Stock at IPO closing]
Class B Common Stock	[Insert number]	[Insert date]	[e.g., founder shares; 10 votes per share]
Stock Options (vested)	[Insert number]	[Insert grant date]	[e.g., exercise price: $__ per share; granted under 2019 Equity Incentive Plan]
Stock Options (unvested)	[Insert number]	[Insert grant date]	[e.g., exercise price: $__ per share; vesting schedule: 4-year vest with 1-year cliff]
Restricted Stock Units (vested)	[Insert number]	[Insert grant date]	[e.g., granted under 2024 Equity Incentive Plan; vested as of [date]]
Restricted Stock Units (unvested)	[Insert number]	[Insert grant date]	[e.g., vesting schedule: quarterly over 3 years from grant date]
Warrants	[Insert number]	[Insert date]	[e.g., exercise price: $__ per share; expiration date: __]
Other (describe)	[Insert number]	[Insert date]	[Insert description]

FORM OF LOCK-UP AGREEMENT
Exhibit to Registration Statement on Form S-1 File Number 333-264518 of Lumos Analytics Inc.
This is the form of Lock-Up Agreement to be entered into by each director, executive officer, and certain stockholders of Lumos Analytics Inc. in connection with the proposed public offering of shares of Class A Common Stock described herein. This form is filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-264518) filed by the Company with the Securities and Exchange Commission.
Pinnacle Securities LLC As Representative of the several Underwriters 399 Park Avenue New York, NY 10022
Ladies and Gentlemen:
The undersigned understands that Pinnacle Securities LLC ("Pinnacle" or the "Representative") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Lumos Analytics Inc., a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"). The undersigned further understands that Pinnacle Securities LLC and Whitfield & Company LLC are serving as joint book-running managing underwriters in connection with the Public Offering and that Graystone Capital Markets Inc. is serving as co-manager (Pinnacle Securities LLC, Whitfield & Company LLC, and Graystone Capital Markets Inc. are collectively referred to herein as the "Underwriters").
The undersigned recognizes that the Public Offering and the Underwriting Agreement are being entered into in reliance upon, among other things, this lock-up agreement (this "Lock-Up Agreement"), and that the willingness of the Underwriters to proceed with the Public Offering is conditioned upon the execution and delivery of this Lock-Up Agreement by the undersigned and certain other stockholders, directors, and executive officers of the Company. The undersigned further recognizes that the restrictions contained herein are designed to protect the integrity of the Public Offering, to stabilize the market for the Company's Class A Common Stock following the Public Offering, and to protect the interests of the Company, the Underwriters, and the investing public.
The undersigned is a [director / executive officer / stockholder holding more than 1% of the outstanding shares] of the Company. [Note: Each signatory should identify their capacity by selecting the applicable description(s) above.]
In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:
SECTION 1: LOCK-UP RESTRICTIONS
1.1 Lock-Up Period
For purposes of this Lock-Up Agreement, the "Lock-Up Period" shall mean the period beginning on the date of the final prospectus relating to the Public Offering (the "Final Prospectus") and ending on, and including, the date that is one hundred eighty (180) days after the date of the Final Prospectus. The exact calendar dates of the Lock-Up Period shall be determined based on the actual pricing date of the Public Offering; provided, however, that the 180-day duration of the Lock-Up Period is fixed and shall not be shortened except as expressly provided in Section 3 of this Lock-Up Agreement or by the prior written consent of the Representative.
1.2 Restricted Activities
During the Lock-Up Period, the undersigned agrees that the undersigned will not, directly or indirectly, without the prior written consent of Pinnacle Securities LLC (which consent may be withheld in Pinnacle Securities LLC's sole and absolute discretion):
(a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of any shares of Class A Common Stock or Class B Common Stock of the Company (collectively, "Common Stock"), or any securities convertible into, or exercisable or exchangeable for, Common Stock (collectively with Common Stock, the "Lock-Up Securities");
(b) pledge, hypothecate, grant any security interest in, or otherwise encumber any Lock-Up Securities;
(c) enter into any swap, hedge, short sale, forward, option, or other derivative transaction that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of Lock-Up Securities, in cash, or otherwise;
(d) make any demand for, or exercise any right with respect to, the registration under the Securities Act of 1933, as amended (the "Securities Act"), of any Lock-Up Securities or any securities convertible into or exercisable or exchangeable for Lock-Up Securities, including without limitation pursuant to any registration rights agreement or similar agreement to which the undersigned is a party or by which the undersigned is bound; or
(e) publicly disclose the intention to do any of the foregoing, whether by press release, filing with the SEC, posting on any social media platform, or otherwise.
The foregoing restrictions shall apply whether the Lock-Up Securities are then owned or are thereafter acquired by the undersigned, directly or indirectly, and whether any such offer, sale, contract, pledge, swap, hedge, or other transaction or disposition is for the account of the undersigned or for the account of any other person or entity. For the avoidance of doubt, the restrictions set forth in this Section 1.2 apply to Lock-Up Securities held of record by the undersigned, beneficially owned by the undersigned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or over which the undersigned otherwise exercises investment or voting control.
1.3 Applicability to Both Classes of Common Stock
The undersigned acknowledges and agrees that the restrictions set forth in this Lock-Up Agreement cover both Class A Common Stock (which carries one (1) vote per share) and Class B Common Stock (which carries ten (10) votes per share), as well as all shares of the Company's preferred stock, including without limitation shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, in each case to the extent such shares of preferred stock are converted into shares of Common Stock upon or in connection with the closing of the Public Offering. The restrictions set forth herein further apply to all stock options (whether vested or unvested), restricted stock units (whether vested or unvested), warrants, and any other rights to acquire or receive shares of Common Stock, regardless of the plan or agreement under which such options, restricted stock units, warrants, or other rights were granted, issued, or acquired.
SECTION 2: PERMITTED EXCEPTIONS
Notwithstanding the restrictions set forth in Section 1 above, the undersigned may make or enter into the following transfers and transactions without the prior written consent of the Representative, provided that the applicable conditions set forth below and in Section 2.7 are satisfied:
2.1 Estate Planning Transfers
The undersigned may transfer Lock-Up Securities as a bona fide gift or gifts, or by will or intestacy, to:
(i) any member of the undersigned's immediate family (for purposes of this Lock-Up Agreement, "immediate family" means any relationship by blood, current or former marriage, domestic partnership, or adoption, not more remote than first cousin);
(ii) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, including without limitation any revocable trust, irrevocable trust, grantor retained annuity trust, or similar estate planning vehicle; or
(iii) any partnership, limited liability company, corporation, or other entity of which the undersigned and/or members of the undersigned's immediate family are the legal and beneficial owner(s) of all of the outstanding equity interests.
Conditions: Each such transfer shall be subject to the following conditions: (A) each donee, distributee, or transferee shall, prior to or simultaneously with such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, agreeing to be bound by the restrictions set forth herein with respect to the transferred Lock-Up Securities for the remainder of the Lock-Up Period; and (B) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer during the Lock-Up Period, other than any required Form 5 filing; provided that any such Form 5 filing shall clearly indicate by footnote disclosure that the transfer was to a permitted transferee and that no consideration was paid or received in connection therewith.
2.2 Charitable Gifts
The undersigned may transfer Lock-Up Securities as a bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or to any organization contributions to which are deductible under Section 170(c) of the Code, in each case so long as such organization is a bona fide charitable organization and the transfer is being made for charitable purposes and not for the purpose of circumventing the restrictions set forth in this Lock-Up Agreement.
Conditions: Each such transfer shall be subject to the following conditions: (A) the donee charitable organization shall, prior to or simultaneously with such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, agreeing to be bound by the restrictions set forth herein with respect to the transferred Lock-Up Securities for the remainder of the Lock-Up Period; and (B) no public announcement shall be made, and no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, in connection with such transfer during the Lock-Up Period, other than any required filing; provided that any such required filing shall clearly indicate by footnote disclosure the charitable nature of the transfer and that no consideration was received in connection therewith.
2.3 Transfers to Affiliates or Related Entities
If the undersigned is a corporation, partnership, limited liability company, trust, or other business entity, the undersigned may transfer Lock-Up Securities to any stockholder, general partner, limited partner, member, or beneficiary of the undersigned, or to any affiliate of the undersigned (as defined in Rule 405 promulgated under the Securities Act), including without limitation any entity that directly or indirectly controls, is controlled by, or is under common control with the undersigned.
Conditions: Each such transfer shall be subject to the following conditions: (A) each transferee shall, prior to or simultaneously with such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, agreeing to be bound by the restrictions set forth herein with respect to the transferred Lock-Up Securities for the remainder of the Lock-Up Period; and (B) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer during the Lock-Up Period, except as otherwise permitted under Section 2.1 above with respect to required Form 5 filings.
2.4 Transactions Under Rule 10b5-1 Plans
The undersigned may establish a trading plan that complies with Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities; provided, however, that (i) such trading plan does not provide for the transfer or disposition of any Lock-Up Securities during the Lock-Up Period, and (ii) to the extent a public announcement or filing under the Exchange Act regarding the establishment of such plan is required by the Company, any applicable regulation, or any listing rule of the securities exchange on which the Class A Common Stock is listed, such announcement or filing shall include a statement to the effect that no transfer or disposition of Lock-Up Securities may be made under such plan during the Lock-Up Period. No voluntary public announcement or filing regarding the establishment of any such plan shall be made by or on behalf of the undersigned during the Lock-Up Period without the prior written consent of the Representative.
2.5 Exercise of Stock Options and Settlement of RSUs
The undersigned may exercise stock options or settle restricted stock units ("RSUs") granted under the Company's 2019 Equity Incentive Plan, the Company's 2024 Equity Incentive Plan, or any other equity incentive plan of the Company in effect from time to time; provided, however, that (i) the underlying shares of Common Stock received upon such exercise or settlement shall remain subject to the terms and restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (ii) any transfer of shares of Common Stock to the Company (or any withholding of shares by the Company) solely for the purpose of satisfying any tax withholding obligations arising in connection with such exercise or settlement shall be permitted, so long as no shares of Common Stock are sold on the open market in connection therewith. For the avoidance of doubt, this Section 2.5 shall not authorize the sale, transfer, or other disposition of any shares of Common Stock received upon the exercise of stock options or the settlement of RSUs, except to the extent that such shares are transferred to the Company or withheld by the Company to satisfy applicable tax withholding obligations.
2.6 Shares Acquired in the Public Offering or Open Market
The restrictions set forth in Section 1 shall not apply to transactions relating to shares of Class A Common Stock acquired by the undersigned in the Public Offering (including through any allocation to the undersigned as part of a directed share program, if applicable) or in open market transactions occurring after the completion of the Public Offering; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transactions during the Lock-Up Period. For the avoidance of doubt, this exception applies only to shares of Class A Common Stock acquired after the date of the Final Prospectus in the Public Offering or in open market transactions, and does not apply to any Lock-Up Securities that were held by the undersigned prior to the Public Offering.
2.7 General Conditions for All Exceptions
The following general conditions apply to all permitted transfers and transactions described in this Section 2:
(a) No permitted transfer shall be effective unless and until the Representative has received written notice of such proposed transfer at least three (3) business days prior to the proposed date of such transfer, together with a signed lock-up agreement from the transferee (where applicable under Sections 2.1, 2.2, or 2.3 above) in substantially the form of this Lock-Up Agreement.
(b) No consideration (whether in cash, property, or otherwise) shall be received by the undersigned, directly or indirectly, in connection with any permitted transfer described in Sections 2.1, 2.2, or 2.3 above (gift transfers), and any such transfer that involves the payment or receipt of consideration shall not be a permitted transfer hereunder.
(c) The undersigned acknowledges that the Representative may, in its reasonable discretion, require additional documentation or certifications in connection with any proposed permitted transfer, including without limitation certifications as to the identity and status of the proposed transferee and the bona fide nature of the transfer.
SECTION 3: EARLY RELEASE
3.1 Sole Discretion of Pinnacle Securities LLC
The Representative, in its sole and absolute discretion, may release any or all of the Lock-Up Securities from the restrictions set forth in this Lock-Up Agreement, in whole or in part, at any time during the Lock-Up Period and for any reason or no reason. Any such release may be with or without conditions (including, without limitation, conditions relating to the timing, volume, or manner of any subsequent sale or disposition), and may apply to the undersigned only, to all holders of Lock-Up Securities who have entered into lock-up agreements in the form of this Lock-Up Agreement, or to any subset of such holders, as the Representative may determine in its sole discretion. The undersigned acknowledges that the Representative shall have no obligation to treat all holders of Lock-Up Securities equally or proportionally with respect to any such release.
3.2 No Obligation to Release
The Representative shall not be under any obligation to release any Lock-Up Securities from the restrictions set forth herein at any time during the Lock-Up Period. The undersigned shall have no right to demand, request, or petition for such release, and the decision to grant or deny any release shall rest solely and exclusively with the Representative.
3.3 Notice and Public Announcement of Release
If the Representative agrees to release any officer or director of the Company (as such terms are defined in Rule 16a-1(f) under the Exchange Act) from the restrictions set forth in this Lock-Up Agreement or in any substantially similar lock-up agreement entered into in connection with the Public Offering, the Representative shall provide written notice of such release to the Company at least three (3) business days before the effective date of such release. Upon receipt of such notice, the Company shall announce the impending release, or the release, of such Lock-Up Securities by issuing a press release through a major news service (which may include, without limitation, Calderon Data Systems, PR Newswire, GlobeNewsWire, or a comparable service) reasonably promptly following receipt of such notice and in any event no later than the business day immediately preceding the effective date of such release.
SECTION 4: ADDITIONAL REPRESENTATIONS AND AGREEMENTS
4.1 Authority.  The undersigned represents and warrants to the Representative that the undersigned has full legal right, power, and authority to enter into this Lock-Up Agreement and to perform all obligations hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the person signing this Lock-Up Agreement on behalf of the undersigned has been duly authorized to execute and deliver this Lock-Up Agreement on behalf of the undersigned, and all corporate, partnership, limited liability company, trust, or other action necessary for the authorization, execution, delivery, and performance of this Lock-Up Agreement has been duly and validly taken.
4.2 Binding Agreement
This Lock-Up Agreement constitutes a legal, valid, and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
4.3 No Conflict
The execution, delivery, and performance by the undersigned of this Lock-Up Agreement and the consummation of the transactions contemplated hereby will not (a) violate, conflict with, or result in a breach of or default under any provision of the organizational documents of the undersigned (if the undersigned is an entity), (b) violate, conflict with, or result in a breach of or default under any agreement, contract, indenture, mortgage, deed of trust, lease, license, or other instrument or obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's properties or assets may be bound, (c) violate any order, writ, injunction, judgment, or decree of any court or governmental authority applicable to the undersigned, or (d) violate any applicable statute, rule, or regulation.
4.4 Stop Transfer Instructions
To ensure compliance with the restrictions set forth in this Lock-Up Agreement, the undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent, Broadleaf Transfer Services Inc. (or any successor transfer agent), prohibiting the transfer of Lock-Up Securities held of record by the undersigned during the Lock-Up Period, except in compliance with this Lock-Up Agreement. The undersigned acknowledges that such stop transfer instructions may be irrevocable until the expiration or earlier termination of the Lock-Up Period. The undersigned agrees to cooperate with the Company and its transfer agent in connection with the implementation and enforcement of such stop transfer instructions and shall not take any action to circumvent or interfere with such instructions.
4.5 Legend.  The undersigned agrees that a restrictive legend substantially in the following form (or such other form as may be reasonably required by the Company or its transfer agent) shall be placed on any stock certificates representing the Lock-Up Securities:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF [DATE], BETWEEN THE HOLDER HEREOF AND PINNACLE SECURITIES LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED DURING THE LOCK-UP PERIOD SPECIFIED IN SUCH AGREEMENT EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF."
If the Lock-Up Securities are held in book-entry form, the undersigned agrees that an equivalent notation shall be made in the book-entry records maintained by Broadleaf Transfer Services Inc. (or any successor transfer agent) with respect to such Lock-Up Securities. Upon the expiration or earlier termination of the Lock-Up Period, the Company shall promptly cause the removal of any such legend or notation.
4.6 No Voting Restriction
For the avoidance of doubt, nothing in this Lock-Up Agreement shall restrict the undersigned from exercising any voting rights with respect to any Lock-Up Securities during the Lock-Up Period, including without limitation the right to vote shares of Common Stock at any annual or special meeting of stockholders of the Company, or by written consent in lieu of any such meeting, in each case in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable law.
SECTION 5: TERMINATION
5.1 Automatic Termination
This Lock-Up Agreement shall automatically terminate and be of no further force or effect, without any action on the part of the undersigned, the Representative, or the Company, if any of the following events occurs:
(a) the Company notifies the Representative in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering;
(b) the Underwriting Agreement (other than the provisions thereof that by their terms survive termination) is terminated or otherwise ceases to be effective prior to the closing of the Public Offering and the payment for and delivery of the shares of Class A Common Stock to be sold thereunder; or
(c) the Registration Statement is withdrawn by the Company pursuant to Rule 477 under the Securities Act, or is otherwise withdrawn, abandoned, or rendered ineffective by the Company or by order of the SEC, prior to the closing of the Public Offering.
For the avoidance of doubt, and for informational purposes, the Registration Statement on Form S-1 bearing File Number 333-264518 was in fact withdrawn by the Company, and the Public Offering contemplated thereby did not proceed to closing. Accordingly, this provision establishes that any lock-up agreements in the form of this Lock-Up Agreement, had they been fully executed and delivered in connection with such offering, would have terminated automatically upon the occurrence of such withdrawal, and no party would have had any further rights or obligations hereunder.
5.2 Effect of Termination
Upon the termination of this Lock-Up Agreement pursuant to Section 5.1 above or upon the natural expiration of the Lock-Up Period, (a) no party shall have any further rights or obligations under this Lock-Up Agreement, (b) the Company shall promptly instruct Broadleaf Transfer Services Inc. (or any successor transfer agent) to remove any stop transfer instructions imposed in connection with this Lock-Up Agreement, and (c) the Company shall cause the removal of any restrictive legends or book-entry notations placed on the Lock-Up Securities pursuant to Section 4.5 hereof. The foregoing shall not affect any rights or remedies that may have accrued prior to such termination or expiration on account of a breach of this Lock-Up Agreement.
SECTION 6: MISCELLANEOUS PROVISIONS
6.1 Governing Law
This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Lock-Up Agreement, and each party irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
6.2 Entire Agreement
This Lock-Up Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof. There are no representations, warranties, covenants, or undertakings with respect to the subject matter hereof other than those expressly set forth herein.
6.3 Amendments and Waivers
This Lock-Up Agreement may not be amended, modified, or supplemented except by a written instrument executed by the Representative and the undersigned. No waiver by the Representative of any provision of this Lock-Up Agreement or of any right or remedy hereunder shall operate as, or be construed as, a waiver of any other provision, right, or remedy, or as a waiver of the same provision, right, or remedy on any future occasion. No failure or delay by the Representative in exercising any right or remedy under this Lock-Up Agreement shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
6.4 Successors and Assigns
This Lock-Up Agreement and all of the provisions hereof shall be binding upon the undersigned and the undersigned's successors, heirs, personal representatives, executors, administrators, and assigns (including any transferee of Lock-Up Securities who is required to execute a lock-up agreement pursuant to Section 2 hereof). This Lock-Up Agreement shall inure to the benefit of the Representative and its successors and assigns. The undersigned may not assign this Lock-Up Agreement or any rights or obligations hereunder without the prior written consent of the Representative.
6.5 Counterparts.  This Lock-Up Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of this Lock-Up Agreement by facsimile transmission, by email in portable document format (.pdf), or by any other electronic transmission method permitted by applicable law shall be effective as delivery of a manually executed counterpart hereof.
6.6 Severability.  If any term, provision, covenant, or restriction of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.
6.7 Specific Performance
The undersigned acknowledges and agrees that the Representative and the Company would be irreparably harmed by any breach or threatened breach of this Lock-Up Agreement and that money damages alone would not be an adequate remedy for any such breach or threatened breach. Accordingly, in addition to any other rights or remedies that may be available at law or in equity, the Representative (and the Company, as a third-party beneficiary hereof) shall be entitled to seek and obtain specific performance and injunctive or other equitable relief as a remedy for any breach or threatened breach of this Lock-Up Agreement, without the necessity of proving actual damages, posting any bond or other security, or establishing the inadequacy of any remedy at law. The undersigned hereby waives any requirement for the securing or posting of any bond in connection with any such remedy.
6.8 Third-Party Beneficiary
The Company is an intended third-party beneficiary of this Lock-Up Agreement and shall have the right, power, and authority to enforce the provisions hereof directly against the undersigned as if the Company were a party hereto. Except as expressly provided in this Section 6.8, nothing in this Lock-Up Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and the Company (and their respective successors, heirs, and permitted assigns) any legal or equitable right, benefit, or remedy of any nature under or by reason of this Lock-Up Agreement.
6.9 Headings.  The section headings and captions contained in this Lock-Up Agreement are inserted for convenience of reference only and shall not constitute a part of, or affect in any way the meaning or interpretation of, this Lock-Up Agreement.
6.10 Notices.  All notices, requests, demands, consents, and other communications required or permitted to be given under this Lock-Up Agreement shall be in writing and shall be delivered to the respective parties at the following addresses (or at such other address as a party may designate by written notice to the other parties):
If to the Representative:
Pinnacle Securities LLC 399 Park Avenue New York, NY 10022
Attention: Equity Capital Markets — [Insert contact name]
Email: [Insert email address]
If to the undersigned, at the address set forth on the signature page hereof, or at such other address as the undersigned may designate by written notice to the Representative.
Notices shall be deemed to have been duly given (a) upon personal delivery to the party to be notified, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.) for next-business-day delivery, charges prepaid, with written verification of receipt, or (c) upon receipt if sent by electronic mail to the email address set forth above (or such other email address as a party may designate), provided that such electronic mail is followed by delivery of a copy by one of the methods described in clauses (a) or (b) above within two (2) business days thereafter.
[Signature Page Follows]
SIGNATURE PAGE TO LOCK-UP AGREEMENT
Very truly yours,
[Insert Name of Signatory]
________________________________________
Signature
Print Name: [Insert Name]
Title (if signing on behalf of an entity): [Insert Title]
Address for Notices:
[Insert Address] [Insert City, State, ZIP Code]
Email: [Insert Email Address]
Lock-Up Securities Beneficially Owned by the Undersigned:
[Insert number] shares of [Class A / Class B] Common Stock
[Insert number] shares of Common Stock subject to outstanding stock options
[Insert number] shares of Common Stock subject to outstanding restricted stock units
[Describe any other Lock-Up Securities held or beneficially owned]
Date: ________
ACCEPTED AND AGREED:
PINNACLE SECURITIES LLC, as Representative of the several Underwriters
By: ________
Name: [Insert Name]
Title: [Insert Title]
Date: ________
SCHEDULE A
Lock-Up Securities of the Undersigned
[To be completed by each signatory prior to execution.]
Total Lock-Up Securities: [Insert total number]
The undersigned certifies that the information set forth in this Schedule A is true, correct, and complete as of the date of execution of the Lock-Up Agreement to which this Schedule A is attached.
________________________________________
Signature of the Undersigned
Print Name: [Insert Name]
Date: ________
Type of Security | Number of Shares / Securities | Acquisition Date | Notes
Class A Common Stock | [Insert number] | [Insert date] | [e.g., acquired upon conversion of Series B Preferred Stock at IPO closing]
Class B Common Stock | [Insert number] | [Insert date] | [e.g., founder shares; 10 votes per share]
Stock Options (vested) | [Insert number] | [Insert grant date] | [e.g., exercise price: $__ per share; granted under 2019 Equity Incentive Plan]
Stock Options (unvested) | [Insert number] | [Insert grant date] | [e.g., exercise price: $__ per share; vesting schedule: 4-year vest with 1-year cliff]
Restricted Stock Units (vested) | [Insert number] | [Insert grant date] | [e.g., granted under 2024 Equity Incentive Plan; vested as of [date]]
Restricted Stock Units (unvested) | [Insert number] | [Insert grant date] | [e.g., vesting schedule: quarterly over 3 years from grant date]
Warrants | [Insert number] | [Insert date] | [e.g., exercise price: $__ per share; expiration date: __]
Other (describe) | [Insert number] | [Insert date] | [Insert description]

FORM OF LOCK-UP AGREEMENT

SECTION 1: LOCK-UP RESTRICTIONS

SECTION 2: PERMITTED EXCEPTIONS

SECTION 3: EARLY RELEASE

SECTION 4: ADDITIONAL REPRESENTATIONS AND AGREEMENTS

SECTION 5: TERMINATION

SECTION 6: MISCELLANEOUS PROVISIONS

SIGNATURE PAGE TO LOCK-UP AGREEMENT

ACCEPTED AND AGREED:

SCHEDULE A

Record

Parties

Dates

Amounts