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

 

the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;

 

(4)                                 transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after completion of the Public Offering, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise) during the Lock-Up Period;

 

(5)                                 the entry or amendment, by the undersigned, at any time on or after the date of the Underwriting Agreement, of any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Lock-up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;

 

(6)                                 any transfers made by the undersigned to the Company to satisfy tax withholding obligations pursuant to the Companys equity incentive plans or arrangements disclosed in the Prospectus (as defined in the Underwriting Agreement);

 

(7)                                 if the undersigned is a trust, any transfers made by the undersigned to a trustor or beneficiary of the trust and such transfer is not for value;

 

(8)                                 any transfers by operation of law, including pursuant to a domestic order or a negotiated divorce settlement;

 

(9)                                 any transfers of the Companys securities to the Company pursuant to agreements under which the Company has the option to repurchase such securities or the Company has a right of first refusal with respect to transfers of such securities; and

 

(10)                          any transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a change of control of the Company;

 

provided, however, that (a) in the case of any transfer described in clause (1), (2), (3), (7) or (8)  above, it shall be a condition to the transfer that the transferee executes and delivers to Cowen, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to immediate family in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representatives, (b) in the case of any transfer described in clause (1), (2), (3), (6) or (7) above, if the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned