We have agreed that we 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, or submit to, or file with, the SEC a registration statement under the
Securities Act of 1933 (the Securities Act) relating to, any shares of shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, or publicly disclose the intention to undertake
any of the foregoing, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise, in each case without the prior written consent of the underwriter for a period of 30 days after the date of this
prospectus supplement, other than the shares of common stock offered hereby.
The restrictions described above do not apply to (i) the issuance of
shares of common stock or securities convertible into or exercisable for shares of common stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the
settlement of restricted stock units (RSUs) (including net settlement), in each case outstanding on the date of the underwriting agreement and described herein; (ii) grants of stock options, stock awards, restricted stock, RSUs, or
other equity awards and the issuance of shares of common stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Companys employees, officers,
directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the settlement date of this offering and described herein, provided that such recipients enter into a
lock-up agreement with the underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any
plan in effect on the date of the underwriting agreement and described herein or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the issuance of up to 5% of the outstanding shares of common stock or
any securities convertible into or exercisable or exchangeable for shares of common stock issued in connection with future business combinations, acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that
such recipients enter into a lock-up agreement with the underwriter 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 Citigroup for a period of 30 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
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