enter into a lock-up agreement with the Underwriters and/or the filing with the SEC of a registration statement relating to such transactions, subject to
specified conditions.
Ziff Davis and our directors and executive officers have entered into lock-up agreements
and agreed that they will not (1) offer, pledge, 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, directly or indirectly, any shares of common stock, $0.01 per share par value, of the Company (the Common Stock) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common
Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with
the Common Stock, the Lock-Up Securities), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of
the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise,
(3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing, in each case, without
the prior written consent of J.P. Morgan Securities LLC on behalf of the underwriters for a period of 60 days after the date of this prospectus supplement.
Notwithstanding the above, the lock-up agreements applicable to Ziff Davis and our directors and officers will not
apply to transfers (i) as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes, (ii) by will, other testamentary document or intestate succession, (iii) to any immediate family member or
other dependent of the undersigned (for purposes of the lock-up agreements, immediate family shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not
more remote than first cousin), (iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a
beneficiary of such trust, (v) to any corporation partnership, limited liability company or other entity of which the signatories to the lock-up agreements or the immediate family of such persons are,
directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests, (vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses
(i) through (v) above, (vii) if any signatory to the lock-up agreements is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation,
partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of such signatory, or to any investment fund or other entity controlling, controlled by,
managing or managed by or under common control with such signatory or affiliates of such signatory (including, for the avoidance of doubt, where such signatory is a partnership, to its general partner or a successor partnership or fund, or any other
funds managed by such partnership), or (B) as part of a distribution to members, partners, shareholders or other equityholders of the signatories to the lock-up agreements, (viii) by operation of
law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, or order of a regulatory agency, or to comply with any regulations related to the ownership by the signatories to the lock-up agreements of the Lock-Up Securities of such signatories, (ix) to the Company from an employee of the Company upon death, disability or termination of employment,
in each case, of such employee, (x) as part of a sale of the Lock-Up Securities of the signatories to the lock-up agreements acquired in open market transactions
after the closing date of this offering, (xi) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by
way of net or cashless exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or
rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of the lock-up agreements, and provided further that any such restricted
stock units, options, warrants or rights are held by signatories to the lock-up agreements pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such
agreement or plan which is described in the registration statement on Form S-1 that we filed with the SEC and this prospectus supplement, (xii) in the case of Ziff Davis, any shares to be sold under the
underwriting agreement or the debt for equity exchange agreement, (xiii) pursuant
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