13D Filing: Great Hill Investors LLC and Yogaworks Inc (YOGA)

EXHIBIT 2

 

[Form of Lock-Up Agreement]

 

July 10, 2017

 

COWEN AND COMPANY, LLC

Stephens Inc.

Guggenheim Securities, LLC

As Representatives of the several Underwriters

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022

 

Re:  YogaWorks, Inc. Registration Statement on Form S-1 for Shares of Common Stock

 

Dear Ladies and Gentlemen:

 

This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the Underwriting Agreement) between YogaWorks, Inc., a Delaware corporation (the Company), and Cowen and Company, LLC (Cowen), Stephens Inc., and Guggenheim Securities, LLC, as representatives (the Representatives) of a group of underwriters (collectively, the Underwriters), to be named therein, relating to the proposed public offering (the Public Offering) of shares of the common stock, par value $0.001 per share (the Common Stock) of the Company.

 

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, subject to the exceptions set forth in this agreement, during the period beginning on the date hereof through and including the date that is the one-hundred and eightieth (180th) day after the date of the Underwriting Agreement (such period, the Lock-Up Period), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the