Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Equity Award Arrangements
The
Reporting person has been granted equity securities pursuant to the Issuers Amended and Restated 2018 Equity Incentive Plan. The forms of award agreements applicable to such awards were previously filed with the SEC and the terms of such
equity securities, including number of securities, date of grants, vesting schedules, type of awards, exercise prices and expiration dates have been previously been disclosed in the Reporting Persons Form 3 and Form 4 filings made with the SEC
between July 18, 2018 and December 12, 2019.
Lock-up Agreement
In connection with the Merger, the Reporting Person entered into an agreement (the Lockup Agreement) with the Issuer, pursuant to which the
Reporting Person agreed that, during the period beginning on the Closing Date through and including the second anniversary of the Closing Date, the undersigned will not, without the prior written consent of the Issuer, Transfer (as defined in the Lock-up Agreement), or announce the intention to Transfer, any shares of Class 1 Common Stock of the Issuer, or Class 2 Common Stock of the Issuer, that constitute Stock Merger Consideration (as defined in
the Lock-up Agreement).
The restrictions set forth in the Lock-up
Agreement shall lapse as follows:
(1) as of the first anniversary of the Closing Date, the restrictions with respect to 50% of the Applicable Securities
(as defined in the Lock-up Agreement) shall lapse (for purposes of clarification, all Cash Consideration Shares (as defined in the Lock-up Agreement) and all Permitted
Sales (as defined in the Lock-up Agreement) shall be credited towards and deemed to be included in such 50% lapse); and
(2) the restrictions with respect to an additional 12.5% of Applicable Securities shall lapse as of each date that is two full trading days after the
public dissemination of the Companys annual or quarterly financial results for each of the four quarters following the first anniversary of the Closing Date (such that the restrictions with respect to 100% of the Applicable Securities shall
lapse as of the second anniversary of the Closing Date).
The foregoing description of the Lockup Agreement is only a summary and is qualified in its
entirety by the form of Lockup Agreement, which is incorporated by reference to Exhibit 2.3 to the Issuers Current Report on Form 8-K, as filed with the SEC on September 10, 2019.
Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
Item 7.
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Material to Be Filed as Exhibits
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Exhibit A -
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Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Issuers Registration Statement on Form S-1/A, as filed with the SEC on July 9,
2018).
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Exhibit B -
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Form of Stock Option Agreement pursuant to the Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Issuers Registration Statement on Form
S-1/A, as filed with the SEC on July 9, 2018).
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Exhibit C -
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Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Issuers Registration Statement on Form S-1/A, as filed with the SEC on July 9, 2018).
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Exhibit D -
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Lock-up Agreement (incorporated by reference to Exhibit 2.3 to the Issuers Current Report on Form 8-K, as filed with the SEC on September 10,
2019).
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