Common use of Issued and Outstanding Shares Clause in Contracts

Issued and Outstanding Shares. As of the date hereof, (i) 15,000,000 Class A Ordinary Shares, (ii) 240,000,000 Class B Ordinary Shares, (iii) 50,000,000 Series Pre-A Preferred Shares, (iv) 129,409,092 Series A-1 Preferred Shares, (v) 126,771,562 Series A-2 Preferred Shares, (vi) 65,498,640 Series A-3 Preferred Shares, (vii) 115,209,526 Series B-1 Preferred Shares, (viii) 55,804,773 Series B-2 Preferred Shares, (ix) 119,950,686 Series B-3 Preferred Shares, (x) 267,198,535 Series C Preferred Shares, and (xi) 231,758,541 Series D Preferred Shares of Li Auto Inc. are issued and outstanding. Exhibit A Lock-up Agreement FORM OF LOCK-UP LETTER [·], 2020 Xxxxxxx Xxxxx (Asia) L.L.C. 68th Floor, Xxxxxx Kong Center 2 Queen’s Road Central Hong Kong Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre 0 Xxxxxxx Xxxx Xxxxxx Xxxxxxx, Xxxx Xxxx Ladies and Gentlemen: The undersigned understands that Xxxxxxx Sachs (Asia) L.L.C., Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and China International Capital Corporation Hong Kong Securities Limited (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Li Auto Inc., an exempted company incorporated in the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depositary Shares (“ADSs”) representing Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Lock-up Period”) relating to the Public Offering (the “Prospectus”), (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 ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for ADSs or Ordinary Shares or (2) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives. The foregoing sentence shall not apply to (a) transactions relating to ADSs, Ordinary Shares or other securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering, (b) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares as a bona fide gift, or through will or intestacy, (c) distributions or tender of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to limited partners or shareholders or affiliates (within the meaning set forth in Rule 405 as promulgated by the SEC under the Securities Act of 1933, as amended) of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee, distributee or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of ADSs or Ordinary Shares, shall be required or shall be voluntarily made during the Lock-up Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-up Period, (e) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to the immediate family of the undersigned, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or to any entity beneficially owned and controlled by the undersigned or any immediate family member of the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (f) the Public Offering based on the mutual agreement by and among the undersigned, the Company and the Underwriters, or (g) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to the Company (i) upon the exercise or settlement of options, restricted stock units or warrants that were granted pursuant to an option plan, incentive plan or stock purchase plan described in the Prospectus to purchase the Company’s securities to the extent permitted by the instruments representing such options or warrants and provided that any and all Ordinary Shares or ADSs issued or transferred because of such exercise will be held by the undersigned subject to the terms of this Agreement or by the Company subject to lock-up restrictions as provided in the Underwriting Agreement or (ii) in connection with the repurchase by the Company pursuant to a repurchase right arising upon the termination of the undersigned’s employment with the Company for a purchase price specified in an agreement existing on the date hereof. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any shares of ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs or Ordinary Shares except in compliance with the foregoing restrictions. For purposes of this Lock-Up Letter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed ADSs the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of ADSs or Ordinary Shares, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This letter shall terminate and the undersigned shall be released from its obligations hereinabove on the earlier of (i) the date the Company advises the Representatives in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering (ii) November 31, 2020, if the Underwriting Agreement shall not have been signed by that date, (iii) the date of termination of the Underwriting Agreement before the closing of the Public Offering, or (iv) December 31, 2020, if the closing of the Public Offering has not occurred by that date. This Agreement is governed by, and to be construed in accordance with the laws of the State of New York. Very truly yours, Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing, if signing as custodian, trustee, or on behalf of an entity) Printed Address of Holder

Issued and Outstanding Shares. As of the date hereof, (i) 15,000,000 Class A Ordinary Shares, (ii) 240,000,000 Class B Ordinary Shares, (iii) 50,000,000 Series Pre-A Preferred Shares, (iv) 129,409,092 Series A-1 Preferred Shares, (v) 126,771,562 Series A-2 Preferred Shares, (vi) 65,498,640 Series A-3 Preferred Shares, (vii) 115,209,526 Series B-1 Preferred Shares, (viii) 55,804,773 Series B-2 Preferred Shares, (ix) 119,950,686 Series B-3 Preferred Shares, (x) 267,198,535 Series C Preferred Shares, and (xi) 231,758,541 Series D Preferred Shares of Li Auto Inc. are issued and outstanding. Exhibit A Lock-up Agreement FORM OF LOCK-UP LETTER [·], 2020 Xxxxxxx Xxxxx Sachs (Asia) L.L.C. 68th Floor, Xxxxxx Kong Center 2 Queen’s Road Central Hong Kong Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre 0 Xxxxxxx Xxxx Xxxxxx Xxxxxxx, Xxxx Xxxx Ladies and Gentlemen: The undersigned understands that Xxxxxxx Sachs (Asia) L.L.C., Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and China International Capital Corporation Hong Kong Securities Limited (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Li Auto Inc., an exempted company incorporated in the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depositary Shares (“ADSs”) representing Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Lock-up Period”) relating to the Public Offering (the “Prospectus”), (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 ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for ADSs or Ordinary Shares or (2) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives. The foregoing sentence shall not apply to (a) transactions relating to ADSs, Ordinary Shares or other securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering, (b) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares as a bona fide gift, or through will or intestacy, (c) distributions or tender of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to limited partners or shareholders or affiliates (within the meaning set forth in Rule 405 as promulgated by the SEC under the Securities Act of 1933, as amended) of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee, distributee or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of ADSs or Ordinary Shares, shall be required or shall be voluntarily made during the Lock-up Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-up Period, (e) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to the immediate family of the undersigned, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or to any entity beneficially owned and controlled by the undersigned or any immediate family member of the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (f) the Public Offering based on the mutual agreement by and among the undersigned, the Company and the Underwriters, or (g) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to the Company (i) upon the exercise or settlement of options, restricted stock units or warrants that were granted pursuant to an option plan, incentive plan or stock purchase plan described in the Prospectus to purchase the Company’s securities to the extent permitted by the instruments representing such options or warrants and provided that any and all Ordinary Shares or ADSs issued or transferred because of such exercise will be held by the undersigned subject to the terms of this Agreement or by the Company subject to lock-up restrictions as provided in the Underwriting Agreement or (ii) in connection with the repurchase by the Company pursuant to a repurchase right arising upon the termination of the undersigned’s employment with the Company for a purchase price specified in an agreement existing on the date hereof. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any shares of ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs or Ordinary Shares except in compliance with the foregoing restrictions. For purposes of this Lock-Up Letter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed ADSs the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of ADSs or Ordinary Shares, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This letter shall terminate and the undersigned shall be released from its obligations hereinabove on the earlier of (i) the date the Company advises the Representatives in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering (ii) November 31, 2020, if the Underwriting Agreement shall not have been signed by that date, (iii) the date of termination of the Underwriting Agreement before the closing of the Public Offering, or (iv) December 31, 2020, if the closing of the Public Offering has not occurred by that date. This Agreement is governed by, and to be construed in accordance with the laws of the State of New York. Very truly yours, Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing, if signing as custodian, trustee, or on behalf of an entity) Printed Address of Holder

Issued and Outstanding Shares. As of the date hereof, (i) 15,000,000 Class A Ordinary Shares, (ii) 240,000,000 Class B Ordinary Shares, (iii) 50,000,000 Series Pre-A Preferred Shares, (iv) 129,409,092 Series A-1 Preferred Shares, (v) 126,771,562 Series A-2 Preferred Shares, (vi) 65,498,640 Series A-3 Preferred Shares, (vii) 115,209,526 Series B-1 Preferred Shares, (viii) 55,804,773 Series B-2 Preferred Shares, (ix) 119,950,686 Series B-3 Preferred Shares, (x) 267,198,535 Series C Preferred Shares, and (xi) 231,758,541 Series D Preferred Shares of Li Auto Inc. are issued and outstanding. Exhibit A Lock-up Agreement FORM OF LOCK-UP LETTER [·], 2020 Xxxxxxx Xxxxx (Asia) L.L.C. 68th Floor, Xxxxxx Kong Center 2 Queen’s Road Central Hong Kong Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre 0 Xxxxxxx Xxxx Xxxxxx Xxxxxxx, Xxxx Xxxx Ladies and Gentlemen: The undersigned understands that Xxxxxxx Sachs (Asia) L.L.C., Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and China International Capital Corporation Hong Kong Securities Limited (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Li Auto Inc., an exempted company incorporated in the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depositary Shares (“ADSs”) representing Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Lock-up Period”) relating to the Public Offering (the “Prospectus”), (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 ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for ADSs or Ordinary Shares or (2) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives. The foregoing sentence shall not apply to (a) transactions relating to ADSs, Ordinary Shares or other securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering, (b) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares as a bona fide gift, or through will or intestacy, (c) distributions or tender of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to limited partners or shareholders or affiliates (within the meaning set forth in Rule 405 as promulgated by the SEC under the Securities Act of 1933, as amended) of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee, distributee or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of ADSs or Ordinary Shares, shall be required or shall be voluntarily made during the Lock-up Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-up Period, (e) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to the immediate family of the undersigned, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or to any entity beneficially owned and controlled by the undersigned or any immediate family member of the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (f) the Public Offering based on the mutual agreement by and among the undersigned, the Company and the Underwriters, or (g) transfers of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to the Company (i) upon the exercise or settlement of options, restricted stock units or warrants that were granted pursuant to an option plan, incentive plan or stock purchase plan described in the Prospectus to purchase the Company’s securities to the extent permitted by the instruments representing such options or warrants and provided that any and all Ordinary Shares or ADSs issued or transferred because of such exercise will be held by the undersigned subject to the terms of this Agreement or by the Company subject to lock-up restrictions as provided in the Underwriting Agreement or (ii) in connection with the repurchase by the Company pursuant to a repurchase right arising upon the termination of the undersigned’s employment with the Company for a purchase price specified in an agreement existing on the date hereof. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any shares of ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs or Ordinary Shares except in compliance with the foregoing restrictions. For purposes of this Lock-Up Letter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed ADSs the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of ADSs or Ordinary Shares, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This letter shall terminate and the undersigned shall be released from its obligations hereinabove on the earlier of (i) the date the Company advises the Representatives in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering (ii) November 31, 2020, if the Underwriting Agreement shall not have been signed by that date, (iii) the date of termination of the Underwriting Agreement before the closing of the Public Offering, or (iv) December 31, 2020, if the closing of the Public Offering has not occurred by that date. This Agreement is governed by, and to be construed in accordance with the laws of the State of New York. Very truly yours, Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing, if signing as custodian, trustee, or on behalf of an entity) Printed Address of Holder