Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with an underwritten offering made the same economic effect as a sale (including sales pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution Rule 144) of any equity securities of the securities being registered applicable Registrant, or any securities convertible into or exchangeable or exercisable for any such securities equity securities, (except as part i) in the case of such underwritten offering)any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) day period beginning 10 days prior to, and ending 180 days after, on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the Company’s initial public offering case of any Short-Form Registration, during the Class A Common Stock seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “IPO Holdback Period”), except as part of such Initial Public Offeringregistration, or, unless the underwriters managing the offering agree in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)writing. If (i) the Company Registrant issues an earnings release or discloses other material information news or a material event relating to the Company Registrant and its subsidiaries occurs during the last 17 seventeen (17) days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company Registrant announces that it will release earnings results during the sixteen (16-) day period beginning upon the expiration of such periodthe Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will shall be extended until 18 eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period referred to herein as the “Holdback Extension”). Notwithstanding the foregoing, no FollowThe Registrant may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the Companyshares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, Holdings or including any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockHoldback Extension period. (b) The Company In connection with any underwritten public offering of the Registrant’s securities, each holder of Registrable Securities agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such registered public offering that the holders of a majority of the Brentwood Securities agree to enter into. (c) Each of Holdings and Parent (and, if applicable, New Holdco) (i) shall not to effect any public sale or distribution of its equity securities (or, in the case of Holdings, Parent’s securities), or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration Holdback Period (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration underwritten registration or in connection with an Exchange Registration pursuant to registrations on Form S-4 or Form S-8 or any employee benefit or similar plansuccessor forms thereto), any dividend reinvestment planunless the underwriters managing the registered public offering otherwise agree, or a business acquisition or combination and (ii) to use all reasonable efforts to shall cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stockeach entity’s respective equity interests, or any securities convertible into or exchangeable or exercisable for such Class A Common Stockinterests, which are or may be purchased from the Company such entity at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such Class A Common Stock securities during such period (in each case as extended by the Holdback Extension), except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. (a) Each Covered Person agrees that if requested The restrictions in writing in connection with an underwritten offering made pursuant to a Registration Statement this Section 6 shall apply only for which such Covered Person has registration rights pursuant to this Article II by as long as NAB is the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution beneficial owner of any of Registrable Common Stock. If the securities being registered Company sells Common Stock or any other securities convertible into or exchangeable for (or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A otherwise representing a right to acquire) Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not the Stockholder is given an opportunity to participate), or if any other Person sells Common Stock in a secondary underwritten offering pursuant to a Piggyback Registration and the Stockholder is given an opportunity (not subsequently reduced by more than twenty-five percent (25%) or withdrawn pursuant to the “cut-back” provisions of this Agreement, during ) to participate in the period beginning seven days prior tooffering, and ending 90 days afterif the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Stockholder) that a public sale or distribution of Registrable Common Stock outside such offering would materially adversely affect such offering, then, if requested by the effective date Company, NAB shall agree, as contemplated in this Section 6, not to (and to cause its controlled Affiliates not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Common Stock (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, Registrable Common Stock) for a period equal (each such subsequent underwritten registration (the period, a “Follow-On Holdback Period”), except as part ) to the lesser of any (i) ninety (90) days beginning on and including the pricing date for such underwritten registration offering and (or for ii) such shorter period as to which the managing underwriter or underwriters for such offering may agreeagree (each such agreement of NAB, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback ExtensionAgreement”). Notwithstanding the foregoing, no Followthe Stockholder shall not be subject to more than one Holdback Agreement relating to an underwritten offering pursuant to a Piggyback Registration during any rolling period of three hundred sixty-On five (365) days, other than any such Holdback Period Agreement relating to an underwritten offering in which the Stockholder was permitted to participate without being subject to an underwriters’ cutback. Each Holdback Agreement shall be in writing in form satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, NAB shall not be obligated to make a Holdback Agreement unless the Company, each selling shareholder in such offering, all of the Company’s officers and directors and each Person (if any) who beneficially owns ten percent (10%) or more of the outstanding Common Stock and has the right to require the Company to register Common Stock for sale under the Securities Act (collectively, “Other Holdback Parties”) also execute agreements substantially identical to such Holdback Agreement. Each Holdback Agreement shall provide that NAB shall be released from its obligations thereunder if and when any of the Other Holdback Parties is released (in whole or in part) from the prohibition on offers and sales of Common Stock in its hold back agreement relating to the same offering (other than a release of an individual that is due to a personal hardship and affects only a small number of Common Stock), and the Company shall promptly notify NAB of any such release. A Holdback Agreement shall not apply to any person who (i) is not an executive officer the exercise of any warrants or director stock options to purchase stock of the Company, a selling stockholder in Company (provided that such offering or a person selling Holdings Units restrictions shall apply with respect to the Companysecurities issuable upon such exercise), Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holdstransfers to Affiliates where the transferee agrees in writing with the Company to be bound by the terms hereof, together with or (iii) any Registrable Common Stock included in the underwritten offering giving rise to the application of this Section 6. A Holdback Agreement shall prohibit NAB and its affiliates, less than 1% controlled Affiliates from entering into any hedging or similar arrangement in respect of the then-outstanding Class A Registrable Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with an underwritten offering made the same economic effect as a sale (including sales pursuant to Rule 144) (a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public “Sale or distribution Transaction”) of any Equity Securities of the securities being registered Corporation, or any securities convertible into or exchangeable or exercisable for any such securities (except as part of such underwritten offering)Equity Securities, during the period beginning 10 on the date the Corporation delivers notice of such offering to such holder and through the date that is 180-days prior to, and ending 180 days after, after the effective date of the CompanyCorporation’s initial public offering of the Class A Common Stock Public Offering (the “IPO Holdback Period”), except as part of such Initial initial Public Offering. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations (other than the initial Public Offering), or, in the case no holder of Registrable Securities shall effect any subsequent underwritten offering pursuant to this Agreement, such Sale Transaction during the period beginning seven days prior to, on the date the Corporation delivers notice of such offering to such holder and ending 90 through the date that is ninety (90) days after, the effective date of any such subsequent underwritten registration Public Offering (the each, a “Follow-On Following Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)Public Offering. If (i) the Company Corporation issues an earnings release or discloses other material information news or a material event relating to the Company occurs Corporation and its Subsidiaries occurs, in either case during the last 17 seventeen (17) days of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable), the Company Corporation announces that it will release earnings results during the sixteen (16-) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4)) or any similar rule then in effect, the IPO Holdback Period or the Follow-On any Following Holdback Period (as applicable) will shall be extended until 18 eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period referred to herein as the “Holdback Extension”). Notwithstanding the foregoing, no FollowThe Corporation may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the CompanyEquity Securities (or other securities) subject to the foregoing restriction until the end of such period, Holdings or including any period of the their respective subsidiaries if such purchase is funded Holdback Extension. The foregoing restrictions shall not prohibit transfers of Equity Securities by the sale of Class A Common Stock by Executive to family members or for the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockExecutive’s estate planning purposes. (b) The Company agrees Corporation (i) shall not to effect any public sale or distribution of its equity securitiesEquity Securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days (7) day period prior to and during such period of time as may be determined by the 180-day period beginning on underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (not to exceed one hundred and eighty (180) days in connection with the Corporation’s initial Public Offering or for such shorter ninety (90) days in all other cases, except in each case as extended during the period as to which the managing underwriter or underwriters may agreeof any Holdback Extension), except as part of such Demand Registration underwritten registration or in connection with an Exchange Registration pursuant to registrations on Form S-8 or any employee benefit or similar plansuccessor form and unless the underwriters managing the registered public offering otherwise agree in writing, any dividend reinvestment plan, or a business acquisition or combination and (ii) to shall use all its reasonable best efforts to cause each holder of at least 51% (on a fully-diluted basis) of its Class A Common Stock, Equity Securities or any securities convertible into or exchangeable or exercisable for such Class A Common StockEquity Securities, which are or may be purchased from the Company Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such Class A Common Stock securities during such period (as extended by any Holdback Extension), except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made No holder of Investor Registrable Securities or Other Registrable Securities shall effect any public sale or distribution (including sales pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters Rule 144) of such underwritten offering, such holder will not effect any Public Sale or distribution of any equity securities of the securities being registered Company, or any securities convertible into or exchangeable or exercisable for such securities (except as part securities, from the date on which the Company gives notice to the holders of such underwritten offering), during Registrable Securities that a preliminary prospectus has been filed in respect of an IPO to the period beginning 10 days prior to, and ending date that is 180 days after, following the effective date of the Company’s initial public offering of the Class A Common Stock final prospectus for such IPO (the “IPO Holdback Period”), except as part of such Initial Public OfferingIPO. Notwithstanding the foregoing, or, this paragraph 3(a) shall not be applicable to or otherwise be binding on the holders of Investor Registrable Securities unless the Company complies with its obligations under paragraph 3(b) in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of connection with any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)offering. If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the The IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to shall also be extended for the expiration minimum period of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent time which is necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4), . The extension in the immediately preceding sentence is referred to herein as the “Holdback Extension.” The Company may impose stop-transfer instructions with respect to the shares of its Ordinary Shares (or other securities) subject to the foregoing restriction during any IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure any period of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and IPO Holdback Period (including during the 180-day any period beginning on the effective date of any underwritten Demand Registration Holdback Extension) (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration underwritten offering or in connection with an Exchange Registration pursuant to registrations on Form S-8 or any employee benefit or similar plansuccessor form), any dividend reinvestment planunless the underwriters managing the registered public offering otherwise agree in writing, or a business acquisition or combination and (ii) to use all reasonable efforts to shall cause each officer, director and holder (other than the Investors) of at least 51% (on a fully-diluted basis) of its Class A Common StockOrdinary Shares, or any securities convertible into or exchangeable or exercisable for such Class A Common StockOrdinary Shares, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) ), to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any such Class A Common Stock securities during such period periods (except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. (a) Each Covered Person Shareholder agrees that if requested in writing in connection with by the managing underwriter or underwriters of an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering(including any Shelf Registration Statement), such holder will Shareholder shall not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, ) during the period beginning seven (7) days prior to, and ending 90 days after, to the effective date of any such subsequent Registration Statement of each underwritten registration (the “Follow-On Holdback Period”), except as part of any offering made pursuant to such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 Registration Statement and ending 60 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration thereafter (or for such shorter period as to which the managing underwriter or underwriters may agree); provided that the Shareholders shall not be subject to the provisions of this Section 4(a) unless the Company’s directors, except as part officers and other equityholders who own Ordinary Shares representing 1% or more of the Company’s issued and outstanding share capital participating in such offering shall have entered into a lock-up agreement with the managing underwriter(s) containing substantially similar terms and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the lock-up period or receives a waiver of its lock-up period from the Company or an underwriter, then the Shareholders shall receive such shorter period, more advantageous terms and the benefit of the waiver. (b) The Company agrees that if requested by the managing underwriter or underwriters of a Demand Registration the Company shall (A) not effect any Public Sale or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) distribution of its Class A Common Stock, equity securities or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period securities (except as part of any such underwritten offering, if otherwise permitted)) during the period beginning seven (7) days prior to the effective date of any such Demand Registration and ending 60 days thereafter (or for such shorter period as to which the managing underwriter or underwriters may agree) and (B) shall execute any agreement reasonably requested by such underwriter or underwriters to reflect such restrictions.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in In connection with an underwritten offering made any Piggyback Takedown, no Holder who “beneficially owns” (as such term is defined under and determined pursuant to a Registration Statement for which such Covered Person has registration rights Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of Common Stock on as converted basis, shall effect any public sale or distribution (including sales pursuant to this Article II by the managing underwriter or underwriters Rule 144) of such underwritten offering, such holder will not effect any Public Sale or distribution of any equity securities of the securities being registered Company, as applicable, or any securities convertible into or exchangeable or exercisable for such securities (except as part of such underwritten offering)securities, without prior written consent from the Company, and subject to reasonable and customary exceptions to be agreed, during the seven (7) days prior to and the 90-day period beginning 10 days prior to, and ending 180 days after, on the effective date of the Company’s initial public offering pricing of the Class A Common Stock such Piggyback Takedown (the “IPO Holdback Lock-Up Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior toPiggyback Takedown, and ending 90 days after, (i) unless the effective date underwriters managing the Piggyback Takedown otherwise agree and (ii) only if such Lock-Up Period is applicable on substantially similar terms to the Company and the executive officers and directors of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)Company. If (ix) the Company issues an earnings release or discloses other material information news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (iiy) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such periodthe Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period the “Holdback Extension”). Notwithstanding The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoingforgoing restriction until the end of such period, no Followincluding any period of Holdback Extension. Each Holder requesting to sell Registrable Securities in connection with such Piggyback Takedown agrees to execute a lock-On Holdback Period shall apply to any person who (i) is not an executive officer or director up agreement in favor of the Company’s underwriters to such effect, a selling stockholder subject to reasonable and customary exceptions, and other exceptions as may be agreed by the Holders and the underwriters, and, in such offering or a person selling Holdings Units to any event, that the Company, Holdings or ’s underwriters in any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may relevant Piggyback Takedown shall be purchased from the Company at any time after the date third party beneficiaries of this Agreement (other than in Section 5. The provisions of this Section 5 will no longer apply to a registered offering) Holder once such Holder ceases to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted)hold Registrable Securities.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection To the extent not inconsistent with an underwritten offering made applicable law, during the IPO Holdback Period or any Following Holdback Period (each, as hereinafter defined), each holder of Registrable Securities shall not sell, transfer, make any short sale, loan, grant any option for the purchase, otherwise dispose or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters “Sale Transaction”) of such underwritten offering, such holder will not effect any Public Sale or distribution of any equity securities of the securities being registered Company, or any securities securities, options or rights convertible into or exchangeable or exercisable for such securities (securities, except as part of an underwritten registration, if the IPO Committee (in the case of the IPO) or the Company (in the case of any other registration) agrees with the managing underwriters of such underwritten offering)registration that the failure of such holder to be subject to restrictions on a Sale Transaction would adversely affect the marketability of the offering contemplated thereby based on then-prevailing market conditions. For each holder of Registrable Securities for which the IPO Committee or the Company agrees with the managing underwriters that restrictions on a Sale Transaction shall apply, during then the restrictions on a Sale Transaction approved by the IPO Committee or the Company, as the case may be, shall survive for such period as the IPO Committee (in the case of the IPO) or the Company (in the case of any other registration) may agree with the managing underwriter (not to exceed (i) in the case of the IPO, the seven days prior to and the 180-day period beginning 10 days prior to, and ending 180 days after, on the effective date of the Company’s initial public offering IPO and (ii) in the case of each other underwritten Demand Registration and underwritten Piggyback Registration, the Class A Common Stock (seven days prior to and the 90-day period beginning on the effective date of such registration). For each holder of Registrable Securities, the period for which such holder is, with respect to his, her or its Registrable Securities, subject to the restrictions on a Sale Transaction as agreed by the IPO Committee at and around the time of an IPO is referred to herein as the “IPO Holdback Period”)” and the period for which such holder is, except with respect to his, her or its Registrable Securities, subject to the restrictions on a Sale Transaction agreed by the Company at and around the time of any other registration is referred to herein as part the “Following Holdback Period.” To the extent that the IPO Committee (in the case of the IPO) does not, after receiving the recommendations of the managing underwriters, unanimously approve the applicability or the non-applicability of the restrictions on a Sale Transaction at or around the time of the IPO to a holder of Registrable Securities in light of market conditions, a third underwriter shall be engaged by the IPO Committee to determine whether such Initial Public Offering, or, holder shall be subject to restrictions on a Sale Transaction at and around the time of an IPO and for what period and such third underwriters determination shall be binding on and accepted by the IPO Committee. Each holder of Registrable Securities for which the IPO Committee (in the case of an IPO) or the Company (in the case of any subsequent underwritten offering pursuant other registration) determines that restrictions on a Sale Transaction should apply shall by, its execution hereof, be deemed to this Agreementhave agreed to such restrictions and, during when requested by the period beginning seven days prior toIPO Committee or the Company, shall execute a lock-up or similar agreement in favor of the Company and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agreeconsistent with such determination (but not to exceed the periods specified in this Section 3(a)) and, provided that if such shorter period applies equally holder does not execute such an agreement, such holder of Registrable Securities shall not be entitled to all Covered Persons)participate in such registration. If (i) the Company issues an earnings release or discloses other material information news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Following Holdback Period (as applicable) will shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period referred to herein as the “Holdback Extension”). Notwithstanding the foregoing, no FollowThe Company may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the Companysecurities subject to the foregoing restriction until the end of such period, Holdings or including any period of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockHoldback Extension. (b) Notwithstanding anything herein to the contrary, the restrictions in Section 3(a) shall not apply in the case of any holder of Registrable Securities, to the extent that such holder provides to the Company an opinion of nationally recognized outside counsel to the effect that such holder is prohibited by applicable law or exercise of fiduciary duties from agreeing to withhold Registrable Securities from sale or is acting in its capacity as a fiduciary or investment advisor. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment advisor if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities are held in a separate account under applicable insurance law or regulation. (c) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during such period of time (not to exceed 180 days in connection with the 180-day IPO or 90 days in all other cases (except in each case as extended during the period beginning on of any Holdback Extension)), as may be determined by the underwriters managing such underwritten registration, following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration underwritten registration or in connection with an Exchange Registration pursuant to registrations on Form S-8 or any employee benefit or similar plansuccessor form), any dividend reinvestment planunless the underwriters managing the registered public offering otherwise agree in writing, or a business acquisition or combination and (ii) to shall use all reasonable best efforts to cause (x) each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are and (y) each holder of the Company’s Common Stock or may be any securities convertible into or exchangeable or exercisable for Common Stock who is also an management employee of the Company and/or any of its Subsidiaries, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such Class A Common Stock securities during such period (as extended by any Holdback Extension), except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. (a) Each Covered Person Security Holder agrees that if requested in writing in connection not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with an underwritten offering made pursuant to the same economic effect as a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offeringsale of, such holder will not effect any Public Sale or distribution of any Securities of the securities being registered or any securities convertible or exchangeable or exercisable for Company held by such securities Security Holder (except as part of such underwritten offering), other than those included in the applicable registration) during the 180 day period beginning 10 days prior to, and ending 180 days after, following the effective date of a Qualified IPO, provided that all officers and directors of the Company and all holders of at least 1% of the Company’s initial public offering outstanding Securities are bound by and have entered into similar agreements. The obligations described in this Section 5.3 will not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate of the Class A Common Stock (or other applicable Securities) with an appropriate legend subject to the foregoing restriction until the end of such 180 day period. Each Security Holder agrees that the 180 day period referenced above (or such shorter period to which the Company and the Approved Underwriter may agree, the “IPO Holdback Lockup Period”), except as part of such Initial Public Offering, or, in ) may be extended by the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (Company or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter Approved Underwriter for a period applies equally not to all Covered Persons). If (i) exceed 18 days from the Company issues issuance of an earnings release or discloses other the occurrence of material information news or a material event relating to the Company occurs if either (i) during the last 17 days of the IPO Holdback Period Lockup Period, the Company issues an earnings release or material news or a Follow-On Holdback Period (as applicable) material event occurs relating to the Company, or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)Lockup Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other becomes aware that material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering news or a person selling Holdings Units to material event will occur within the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-16 day period beginning on the effective date last day of any underwritten Demand Registration (the IPO Lockup Period. Each Security Holder agrees to execute a market standoff agreement with the Qualified IPO underwriters in customary form consistent with the provisions of this Section 5.3 and the restrictions contained in National Association of Securities Dealers Rule 2711(f)(4) or for such shorter period as to which the managing underwriter or underwriters may agreeNew York Stock Exchange Rule 472(f)(4), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit successor provisions or similar planamendments thereto, any dividend reinvestment plan, or a business acquisition or combination provided that all officers and (ii) to use directors of the Company and all reasonable efforts to cause each holder holders of at least 51% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible the Company’s outstanding Securities are bound by and have entered into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted)similar agreements.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with an underwritten offering made the same economic effect as a sale (including sales pursuant to Rule 144) (a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public “Sale or distribution Transaction”) of any Equity Securities of the securities being registered Corporation, or any securities convertible into or exchangeable or exercisable for any such securities (except as part of such underwritten offering)Equity Securities, during the period beginning 10 on the date the Corporation delivers notice of such offering to such holder and through the date that is 180-days prior to, and ending 180 days after, after the effective date of the CompanyCorporation’s initial public offering of the Class A Common Stock Public Offering (the “IPO Holdback Period”), except as part of such Initial initial Public Offering. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations (other than the initial Public Offering), or, in the case no holder of Registrable Securities shall effect any subsequent underwritten offering pursuant to this Agreement, such Sale Transaction during the period beginning seven days prior to, on the date the Corporation delivers notice of such offering to such holder and ending 90 through the date that is ninety (90) days after, the effective date of any such subsequent underwritten registration Public Offering (the each, a “Follow-On Following Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)Public Offering. If (i) the Company Corporation issues an earnings release or discloses other material information news or a material event relating to the Company occurs Corporation and its Subsidiaries occurs, in either case during the last 17 seventeen (17) days of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable), the Company Corporation announces that it will release earnings results during the sixteen (16-) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4)) or any similar rule then in effect, the IPO Holdback Period or the Follow-On any Following Holdback Period (as applicable) will shall be extended until 18 eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period referred to herein as the “Holdback Extension”). Notwithstanding the foregoing, no FollowThe Corporation may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the CompanyEquity Securities (or other securities) subject to the foregoing restriction until the end of such period, Holdings or including any period of the their respective subsidiaries if such purchase is funded Holdback Extension. The foregoing restrictions shall not prohibit transfers of Equity Securities by the sale of Class A Common Stock by Executive to family members or for the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockExecutive’s estate planning purposes. (b) The Company agrees Corporation (i) shall not to effect any public sale or distribution of its equity securitiesEquity Securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days (7) day period prior to and during such period of time as may be determined by the 180-day period beginning on underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (not to exceed one hundred and eighty (180) days in connection with the Corporation’s initial Public Offering or for such shorter ninety (90) days in all other cases, except in each case as extended during the period as to which the managing underwriter or underwriters may agreeof any Holdback Extension), except as part of such Demand Registration underwritten registration or in connection with an Exchange Registration pursuant to registrations on Form S–8 or any employee benefit or similar plansuccessor form and unless the underwriters managing the registered public offering otherwise agree in writing, any dividend reinvestment plan, or a business acquisition or combination and (ii) to shall use all its reasonable best efforts to cause each holder of at least 51% (on a fully-diluted basis) of its Class A Common Stock, Equity Securities or any securities convertible into or exchangeable or exercisable for such Class A Common StockEquity Securities, which are or may be purchased from the Company Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such Class A Common Stock securities during such period (as extended by any Holdback Extension), except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. (a) Each Covered Person agrees that Holder shall enter into customary agreements restricting the sale or distribution of Equity Securities of the Company (including sales pursuant to Rule 144 under the Securities Act) to the extent required by the lead managing underwriter(s) with respect to an applicable Underwritten Offering in which such Holder participates for a period commencing on the date of such agreement and continuing until the earlier of (i) the 60th calendar day after the date of the “final” prospectus (or “final” prospectus supplement if requested in writing in connection with an underwritten offering the Underwritten Offering is made pursuant to a Shelf Registration Statement for Statement) pursuant to which such Covered Person has registration rights pursuant Underwritten Offering shall be made and (ii) the earliest date on which similar restrictions applicable to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering directors or executive officers terminate or expire. The Company shall not include Registrable Securities of any Holder in such an Underwritten Offering unless such Holder enters into a customary agreement restricting the sale or distribution of Equity Securities of the Class A Common Stock Company (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering including sales pursuant to this Agreement, during Rule 144 under the period beginning seven days prior to, and ending 90 days after, Securities Act) if requested by the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the lead managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (iunderwriter(s) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), set forth in the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockpreceding sentence. (b) The If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company agrees (i) not will not, and will use commercially reasonable efforts to cause its directors and executive officers to not, effect any public sale or distribution of its equity securities, shares of Common Stock (or any securities convertible into or exchangeable or exercisable for shares of Common Stock) (other than an Excluded Registration Statement) for its (or their, as applicable) own account within 60 calendar days (plus an extension period as may be proposed by the lead managing underwriter(s) for such securitiesUnderwritten Offering to address FINRA regulations regarding the publication of research, during or such shorter periods as the seven days prior to and during lead managing underwriter(s) may agree with the 180-day period beginning on Company) after the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), registration except as part may otherwise be agreed between the Company and the lead managing underwriter(s) of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted)Underwritten Offering.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (as such term is defined in the Other Registration Rights Agreement) (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with an underwritten offering made the same economic effect as a sale (including sales pursuant to Rule 144) (a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public "Sale or distribution Transaction") of any equity securities of the securities being registered Company, or any securities convertible into or exchangeable or exercisable for any such securities (except as part of such underwritten offering)equity securities, during the seven (7) days prior to and the 90-day period beginning 10 days prior to, and ending 180 days after, on the effective date of the Company’s initial public offering of the Class A Common Stock such underwritten registration (the “IPO each a "Holdback Period”"), except as part of such Initial Public Offeringunderwritten registration, or, unless the underwriters managing such public offering otherwise agree in writing or unless the case holders of any subsequent underwritten offering pursuant PIPE Securities are subject to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)substantially similar restrictions. If (i) the Company issues an earnings release or discloses other material information news or a material event relating to the Company occurs and its Subsidiaries occurs, in either case during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a “such period referred to herein as the "Holdback Extension”"). Notwithstanding the foregoing, no FollowThe Company may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the Company, Holdings or any shares of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by (or other securities) subject to the Companyforegoing restriction until the end of such period, Holdings or including any period of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockany Holdback Extension. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during such period of time as may be determined by the 180-day period beginning on underwriters managing such underwritten registration following the effective date of any underwritten Demand Short Form Registration or Piggyback Registration (or for such shorter not to exceed 90 days (except as extended during the period as to which the managing underwriter or underwriters may agreeof any Holdback Extension), ) (except as part of such Demand Registration underwritten registration or in connection with an Exchange Registration pursuant to registrations on Form S-8 or any employee benefit or similar plansuccessor form), any dividend reinvestment planunless the underwriters managing the registered public offering otherwise agree in writing, or a business acquisition or combination and (ii) to use all reasonable efforts to shall cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, PIPE Securities, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such Class A Common Stock securities during such period (as extended by any Holdback Extension), except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. (a) Each Covered Person agrees that if requested Notwithstanding any provision of this Agreement to the contrary, in the event the Company notifies the Holders, in writing and no later than ten (10) days prior to the proposed filing date that the Company intends to file a registration statement in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of its capital stock, the securities being registered Holders shall refrain from selling or otherwise distributing, except in accordance with the provisions of Section 2 hereunder, any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during Underlying Shares within the period beginning 10 up to seven days prior to, and ending 180 days after, to the effective date of such registration statement (or on such later date that the Company’s initial public offering of Company notifies the Class A Common Stock Holders, in writing, that such period has begun) and ending up to 120 days after such effective date (or on such earlier date that the Company notifies the Holders that such period has ended) (the “IPO Holdback "Offering Restricted Period”"), except as part of . In the event the Holder's Underlying Shares are not included in such Initial Public Offering, or, in the case of any subsequent a registered underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days afterSection 2 hereof, the Company's obligation under Section 1 to keep the registration statement filed pursuant to Section 1 current and effective date shall be extended for a number of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating days equal to the Company occurs during Offering Restricted Period, or, if earlier, until the last 17 days date on which all of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockUnderlying Shares have been disposed of. (b) The Notwithstanding anything set forth herein to the contrary, each of the Holders agrees that it will give the Company agrees (i) not prior oral notice, directed to effect any public sale its Chief Executive Officer or distribution its Chief Financial Officer, confirmed immediately in writing by facsimile transmission, of its equity securities, or intention to sell any securities convertible into or exchangeable or exercisable for such securities, during Underlying Shares under the seven days prior shelf registration statement to and during be filed by the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as Company pursuant to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common StockSection 1 hereof, which are or may notice shall be purchased from the Company at any time after the date of this Agreement given not less than two (other than 2) days in a registered offering) to agree not to effect any sale or distribution advance of any such Class A Common Stock during such period proposed sale. In the event that the Company thereafter informs the Holders that there exist bona fide financing, acquisition or other plans of the Company or other matters which would require disclosure by the Company of information, the premature disclosure of any of which would adversely affect or otherwise be detrimental to the Company, or that the Company desires to amend the registration statement or to supplement the prospectus in order to disclose material information required to be disclosed in the prospectus in order to correct an untrue statement of a material fact or to disclose an omitted fact that is required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Holders shall refrain from selling Underlying Shares until the earlier to occur of the date (except as part x) the Company notifies the Holders that it has filed with the Commission an amendment or supplement to the prospectus included in the shelf registration statement, or (y) the Company notifies the Holders that the potentially disclosable event no longer exists and that the prospectus included in the shelf registration statement does not contain an untrue statement of such underwritten offeringmaterial fact or omit to state any fact necessary to make the statements therein not misleading (each of which is a "Disclosure Restricted Period"). The Company's obligation under Section 1 to keep the registration statement filed pursuant to Section 1 current and effective shall be extended for a number of days equal to the Disclosure Restricted Period, or, if otherwise permitted)earlier, until the date on which all of the Underlying Shares have been disposed of.

Holdback Agreements. (a) Each Covered Person agrees that Holder of Registrable Stock agrees, if requested in writing in connection with an underwritten offering made so required (pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II timely notice) by the Company or the managing underwriter or underwriters of such underwritten offeringin any Underwritten Offering, such holder will not to effect any Public Sale or public sale of distribution of any securities of the Company of the same class as the securities being registered included in such Underwritten Registration, or any securities convertible into or exchangeable or to exercisable for such securities (except as part of such underwritten offering)therefor, during the period beginning 10 30 days prior to, to and ending the 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”)after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Initial Public OfferingUnderwritten Registration. Notwithstanding the foregoing sentence, or, each Holder of Registrable Stock subject to the foregoing sentence shall be entitled to sell securities during the foregoing period in the case of any subsequent underwritten offering a private sale. If a request is made pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”Section 4(a), except as part of any such underwritten registration (or then the time period during which a Shelf Registration is required to remain continuously effective for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating Holders of Registrable Stock pursuant to the Company occurs during the last 17 days terms of this Agreement shall be extended 210 days. None of the IPO Holdback Period or a Follow-On Holdback Period (as applicableforegoing provisions of this Section 4(a) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) Holder of Registrable Stock if such Holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, that any such Holder shall undertake not an executive officer to effect any public sale or director distribution of the Company, a selling stockholder in Registrable Stock unless such offering Holder has provided 45 days' prior written notice of such sale or a person selling Holdings Units distribution to the Company, Holdings underwriter or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockunderwriters. (b) The Company agrees (i) if so required by the managing underwriter of any Underwritten Offering, not to effect any public sale or distribution of securities of the same class as the securities included in such Underwritten Registration or securities convertible into or exchangeable or exercisable therefor during the 30 days prior to and the 90 days after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Underwritten Registration and except pursuant to registrations on Form S-4 or S-8 or any successor form to such Forms, and (ii) to use its best efforts to cause each holder of equity securities, securities included in any Underwritten Registration or any securities convertible into or exchangeable or exercisable for such securitiestherefor, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any or otherwise dispose of shares of equity securities (or such Class A Common Stock other securities) during such period (except as part of such underwritten offering, if otherwise permitted)Underwritten Registration.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made If and whenever the Company proposes to register any of its equity securities under the Securities Act for its own account (other than pursuant to (i) a Registration Statement for registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which such Covered Person has are a combination of debt and equity) or is required to use its best efforts to effect the registration rights of any Registrable Securities under the Securities Act pursuant to this Article II Section 1.1 or 2, each holder of Registrable Securities agrees by the managing underwriter or underwriters acquisition of such underwritten offering, such holder will Registrable Securities not to effect any Public Sale offer, sale or distribution distribution, including any sale pursuant to Rule 144 under the Securities Act, or to request registration under Section 1.1 of any Registrable Securities within seven days prior to the reasonably expected effective date of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), contemplated registration statement and during the period beginning 10 days prior to, and ending 180 days after, on the effective date of the Company’s initial public offering of the Class A Common Stock registration statement relating to such registration (the “IPO Holdback PeriodTrigger Date”)) and until 90 days (unless advised by the managing underwriter that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter for any underwritten offering may agree) after the Trigger Date, except as part of such Initial Public Offering, orregistration or unless, in the case of any subsequent underwritten offering pursuant a sale or distribution not involving a public offering, the transferee agrees in writing to be subject to this AgreementSection 5, during the period beginning seven days prior toeven if such Registrable Securities cease to be Registrable Securities upon such transfer; provided that, and ending 90 days afterwith respect to any Shelf Registration Statement, the effective date Trigger Date shall be the pricing of any offering made under such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)statement. If (i) requested by such managing underwriter, each holder of Registrable Securities agrees to execute an agreement to such effect with the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days and consistent with such managing underwriter’s customary form of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockholdback agreement. (b) The Company agrees (i) not to effect any public offer, sale or distribution of its equity securitiessecurities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to the reasonably expected effective date of the contemplated registration statement and during the period beginning on the Trigger Date and until 90 days (or such longer period, not to exceed 180 days, which may be required by the managing underwriter, or such shorter period as the managing underwriter may agree) after the Trigger Date with respect to any registration statement filed pursuant to Section 1.1 (except (i) as part of such registration, (ii) as permitted by any related underwriting agreement, (iii) pursuant to an employee equity compensation plan, (iv) pursuant to an acquisition or strategic relationship, bank or equipment financing or similar transaction, (v) pursuant to a registration on Form S-4 or S-8 or any successor form and (vi) pursuant to a registration of securities which are a combination of debt and equity; provided that, with respect to any Shelf Registration Statement, the Trigger Date shall be the pricing of any offering made under such registration statement. In addition, if, and to the extent requested by the managing underwriter, the Company shall use its best efforts to cause each holder (other than any holder already subject to Section 5(a)) of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, during the seven days prior to and during the 180-day period beginning whether outstanding on the effective date of any underwritten Demand Registration (this Agreement or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company issued at any time after the date of this Agreement (other than any such securities acquired in a registered public offering) ), to agree not to effect any such public sale or distribution of any such Class A Common Stock securities during such period (period, except as part of any such underwritten offeringregistration if permitted, if otherwise permitted)and to cause each such holder to enter into an agreement to such effect with the Company and consistent with such managing underwriter’s customary form of holdback agreement.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing At the request of the underwriter(s), each holder of Registrable Securities shall be subject to, and each will be released on an equal basis from, customary lock-ups in connection with an underwritten offering made pursuant to offerings (90 days in the case of all underwritten Piggyback Registrations) (each a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Following Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such to the extent the underwriter(s) agree to a shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)lock-up period. If (i) the Company issues an earnings release or discloses other material information news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On any Following Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Following Holdback Period (as applicable) will shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period referred to herein as the “Holdback Extension”). Notwithstanding the foregoing, no FollowThe Company may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the Company, Holdings or any shares of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by (or other securities) subject to the Companyforegoing restriction until the end of such period, Holdings or including any period of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockHoldback Extension. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during such period of time (not to exceed 90 days in all cases (except as extended during the 180-day period beginning on of any Holdback Extension)), as may be determined by the underwriters managing such underwritten registration, following the effective date of any underwritten Demand Piggyback Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offeringregistration or pursuant to registrations on Form S-8 or any successor form), if unless the underwriters managing the offering otherwise permitted)agree in writing.

Holdback Agreements. (a) Each Covered Person agrees that if requested Notwithstanding any provision herein to the contrary, in the event the Company notifies the Holders, in writing and no later than ten (10) days prior to the proposed filing date that the Company intends to file a registration statement in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of its capital stock, the securities being registered Holders shall refrain from selling or otherwise distributing any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during Registrable Securities within the period beginning 10 up to seven days prior to, and ending 180 days after, to the effective date of such registration statement (or on such later date that the Company’s initial public offering of Company notifies the Class A Common Stock Holders, in writing, that such period has begun) and ending up to 120 days after such effective date (or on such earlier date that the Company notifies the Holders that such period has ended) (the “IPO Holdback "Offering Restricted Period”"), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Notwithstanding anything set forth herein to the contrary, if the registration statement filed by the Company pursuant to Section 2 hereof is a shelf registration statement, each of the Holders agrees (i) not that it will give the Company prior oral notice, directed to effect any public sale its Chief Executive Officer or distribution its Chief Financial Officer, confirmed immediately in writing by facsimile transmission, of its equity securities, or intention to sell any securities convertible into or exchangeable or exercisable for Registrable Securities under such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stockshelf registration statement, which are or may notice shall be purchased from the Company at any time after the date of this Agreement given not less than two (other than 2) days in a registered offering) to agree not to effect any sale or distribution advance of any such Class A Common Stock during such period proposed sale. In the event that the Company thereafter informs the Holders that there exist bona fide financing, acquisition or other plans of the Company or other matters which would require disclosure by the Company of information, the premature disclosure of any of which would adversely affect or otherwise be detrimental to the Company, or that the Company desires to amend the registration statement or to supplement the prospectus in order to disclose material information required to be disclosed in the prospectus in order to correct an untrue statement of a material fact or to disclose an omitted fact that is required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Holders shall refrain from selling Registrable Securities until the earlier to occur of the date (except as part x) the Company notifies the Holders that it has filed with the Commission an amendment or supplement to the prospectus included in the shelf registration statement, or (y) the Company notifies the Holders that the potentially disclosable event no longer exists and that the prospectus included in the shelf registration statement does not contain an untrue statement of such underwritten offeringmaterial fact or omit to state any fact necessary to make the statements therein not misleading (each of which is a "Disclosure Restricted Period"). The Company's obligation under Section 2 to keep a shelf registration statement filed pursuant to Section 2 current and effective shall be extended for a number of days equal to the Disclosure Restricted Period, or, if otherwise permitted)earlier, until the date on which all of the Registrable Securities have been disposed of.

Holdback Agreements. (a) Each Covered Person In connection with any Underwritten Offering in which a Demand Stockholder participates pursuant to Section 1.2, each such Demand Stockholder agrees that if requested to enter into customary agreements, including such customary carve-outs and limitations as any such Demand Stockholder may reasonably request, restricting the public sale or distribution of equity securities of the Company (including sales pursuant to Rule 144 under the Securities Act) to the extent required in writing in connection by the lead managing underwriter(s) with respect to an underwritten offering applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than the lesser of (i) the period to which the Company (subject to customary carve-outs and limitations) is restricted and (ii) sixty (60) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement for Statement), pursuant to which such Covered Person has registration rights pursuant to this Article II Underwritten Offering shall be made, or such lesser period as is required by the lead managing underwriter underwriter(s). Any discretionary waiver or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any termination of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during requirements under the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) foregoing provisions made by the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicableapplicable lead managing underwriter(s) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, each Demand Stockholder on a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockpro rata basis. (b) The If any Demand Registration involves an Underwritten Offering or in the event of a Marketed Underwritten Shelf Offering, the Company agrees (i) will not to effect any public sale or distribution of its any common equity securities, (or any securities convertible into or exchangeable or exercisable for such securitiescommon equity) (other than a registration statement on Form X-0, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration Xxxx X-0 or any employee benefit or similar plansuccessor forms thereto) for its own account, any dividend reinvestment planwithin sixty (60) days, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale such Underwritten Offering or distribution of any such Class A Common Stock during such period (Marketed Underwritten Shelf Offering, as applicable, except as part may otherwise be agreed between the Company and the lead managing underwriter(s) of such underwritten offeringUnderwritten Offering or Marketed Underwritten Shelf Offering, if otherwise permitted)as applicable.

Holdback Agreements. (a) Each Covered Person Seller agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person Seller has registration rights pursuant to this Article ARTICLE II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale public sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered PersonsSellers). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO a Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO a Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (a) Each Covered Person agrees Notwithstanding any provision of this Agreement to the contrary, in the event Newco notifies the Prospective Sellers that if requested in writing Newco intends to file a registration statement in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of its capital stock and provided that each executive officer of Newco agrees to substantially similar restrictions, each Prospective Seller shall refrain from selling or otherwise distributing any Registrable Stock within the securities being registered period beginning up to seven days prior to the effective date of such registration statement (or any securities convertible on such later date that Newco notifies the Prospective Sellers that such period has begun) and ending up to 120 days after such effective date (or exchangeable or exercisable for on such securities earlier date that Newco notifies the Prospective Sellers that such period has ended) (the "Offering Restricted Period") except as part of such underwritten offering), during offering as set forth herein. Newco's obligation under Section 3.4(a)(ii) to keep a registration statement filed pursuant to Section 3.1 current and effective shall be extended for a number of days equal to the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Offering Restricted Period”), except as part of such Initial Public Offering, or, in if earlier, until the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to on which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Registrable Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockhas been disposed of. (b) The Company agrees (i) Notwithstanding anything set forth herein to the contrary, in the event that Newco notifies the Prospective Sellers that Newco desires to amend the registration statement or to supplement the prospectus in order to disclose material information required to be disclosed in the prospectus included in such registration statement, as then in effect, in order to correct an untrue statement of a material fact or to disclose an omitted material fact that is required to be stated therein or necessary to make the statements therein not to effect any public sale misleading in light of the circumstances then existing, the Prospective Sellers shall refrain from selling Registrable Stock until Newco notifies the Prospective Sellers that the required amendment or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection supplement has been filed with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).the

Holdback Agreements. (a) Restrictions on Public Sale by Holders of Registered Registrable Securities. Each Covered Person agrees that holder of Registrable Securities agrees, if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent an underwritten offering pursuant (to this Agreement, during the period beginning seven days prior to, and ending 90 days after, extent timely notified in writing by the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (Company or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicableunderwriters), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securitiessecurities of the Company of any class included in such Registration Statement, or any securities convertible into or exchangeable or exercisable for including a sale pursuant to Rule 144 under the Securities Act (except as part of such securitiesunderwritten registration), (i) during the seven days 10-day period prior to the effective date of any underwritten offering made pursuant to such Registration Statement and (ii) during the 180-day period beginning on the effective date of any underwritten offering made pursuant to such Registration Statement. If a request is made pursuant to this Section 5(a), the time period during which such Demand Registration (or for such shorter period as if a "shelf registration") is required to which remain continuously effective pursuant to Section 3(b) shall be extended by 180 days, but not beyond eighteen (18) months. (b) Restrictions on Public Sale by the Company and Others. The Company agrees if requested by the managing underwriter or underwriters may agreein an underwritten offering of Registered Registrable Securities covered by a Registration Statement filed pursuant to Section 3 hereof (to the extent timely notified in writing by the holders of a majority in number of Registered Registrable Securities included in such underwritten offering or by the managing underwriters), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act but excluding the grant of employee stock options or the issuance of securities upon the issuance or conversion of the then outstanding stock options, warrants or other convertible securities, (A) during the 10-day period prior to the effective date of any underwritten offering made pursuant to such Class A Common Stock Registration Statement and (B) during the 180-day period beginning on the effective date of any underwritten offering made pursuant to such period (except as part of such underwritten offering, if otherwise permitted)Registration Statement.

Holdback Agreements. With respect to each and every Underwritten Public Offering: (a) Each Covered Person Shareholder Party agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securitiesdistribution, including any sale pursuant to Rule 144, or any securities convertible into or exchangeable or exercisable successor provision, under the Securities Act, of any Registrable Securities (in each case, other than as part of such Underwritten Public Offering) during the 10 business days preceding the date scheduled for the beginning of the "road show" to be conducted by the Company executives in connection with such offering (as determined by the managing underwriter in good faith) or, if a shorter time period, upon the date of receipt of notice of the date scheduled for such securitiesUnderwritten Public Offering, during and ending not later than the seven earlier to occur of (i) 90 days prior to and during the 180-day period beginning on following the effective date of any underwritten Demand Registration the registration statement filed in connection with the Underwritten Public Offering, (or for such shorter period as to which ii) the date that the Company and the managing underwriter determine not to complete the Underwritten Public Offering within 10 days following the completion of the road show, or underwriters may agree(iii) 60 days after the start of the holdback period if the offering has not commenced by that date; provided, however, that the holdback period for such Underwritten Public Offering shall not exceed 120 days in aggregate. A holdback period for a subsequent Underwritten Public Offering shall not begin sooner than 120 days after the end of a prior holdback period; provided that this 120-day interval period shall not apply where the Company and the managing underwriter have determined not to proceed with the Underwritten Public Offering following the road show; provided further, if the Company provides notice of a new holdback period within the 120-day period following termination of the prior holdback period (as a result of a determination not to proceed with the Underwritten Public Offering), except then in such case the maximum number of days for which the new holdback period may apply shall be 120 days less the number of days during which the prior holdback period was effective. (b) Each Shareholder Party agrees that, so long as part a Demanding Shareholder has the right to request one or more Demand Registrations, each Shareholder Party will not effect any public sale or distribution, including any sale pursuant to Rule 144, or any successor provision, under the Securities Act, of such Demand Registration or any Registrable Securities, during the 10 business days preceding the date scheduled for the beginning of the "road show" to be conducted by the Company executives in connection with an Exchange Registration or any employee benefit or similar plansuch offering (as determined by the managing underwriter in good faith) or, any dividend reinvestment planif a shorter time period, or a business acquisition or combination upon the date of receipt of notice of the date scheduled for such Underwritten Public Offering, and ending not later than the earlier to occur of (i) 90 days following the effective date of the registration statement filed in connection with the Underwritten Public Offering, (ii) the date that the Company and the managing underwriter determine not to use all reasonable efforts to cause each holder complete the Underwritten Public Offering within 10 days following the completion of at least 5% (on a fully-diluted basis) of its Class A Common Stockthe road show, or any securities convertible into or exchangeable or exercisable (iii) 60 days after the start of the holdback period if the offering has not commenced by that date; provided, however, that the holdback period for such Class Underwritten Public Offering shall not exceed 120 days in aggregate. A Common Stock, which are or may be purchased from holdback period for a subsequent Underwritten Public Offering shall not begin sooner than 120 days after the end of a prior holdback period; provided that this 120-day interval period shall not apply where the Company at any time after and the managing underwriter have determined not to proceed with the Underwritten Public Offering following the road show; provided further, if the Company provides notice of a new holdback period within the 120-day period following termination of the prior holdback period (as a result of a determination not to proceed with the Underwritten Public Offering), then in such case the maximum number of days for which the new holdback period may apply shall be 120 days less the number of days during which the prior holdback period was effective. (c) On or before the date of execution of this Agreement (other than in a registered offering) to agree not to effect any sale Amendment No. 1, the holdback period that became effective on July 25, 2001, shall have been terminated and be of no further force or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted)effect.

Holdback Agreements. (a) Each Covered Person agrees The Company shall have the right to require that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters each holder of such underwritten offering, such holder will Registrable Securities shall not effect any Public Sale public sale or distribution (including sales pursuant to the Shelf Registration or pursuant to Rule 144) of any common stock of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), Company during the period beginning 10 ten business days prior to, and ending 180 days afterthe 90-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock by the Company and/or stockholders of the Company’s initial , unless the managing underwriter(s) for the public offering otherwise agree. In order to exercise its rights under this Paragraph 3(a), the Company shall provide holders of Registrable Securities (i) the right to participate in such underwritten offering as provided in paragraph 2 and (ii) written notice of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the estimated effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any at least ten business days prior to such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)effectiveness. If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days The restrictions of the IPO Holdback Period or a Follow-On Holdback Period (as applicablethis paragraph 3(a) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply whether or not a holder of Registrable Securities elects to any person who (i) participate on a Piggyback Registration or is not an executive officer or director of the Company, a selling stockholder able to include in such offering or a person selling Holdings Units Piggyback Registration all Registrable Securities desired to the Company, Holdings or be so included. The Company shall be entitled to exercise its rights under this Paragraph 3(a) not more than twice during any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockcalendar year. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securitiescommon stock, or any securities convertible into or exchangeable or exercisable for such securities, during the seven ten business days prior to and during the 18090-day period beginning on the effective date of any underwritten Demand Piggyback Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offeringregistration or an Exempt Registration), if unless the managing underwriter(s) for the Piggyback Registration otherwise permittedagree. (c) Each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to the Shelf Registration or pursuant to Rule 144) of common stock of the Company during the 30-day period beginning on the date a notice of the type contemplated by Paragraph 4(e) is delivered to such holder (or such shorter period specified by the Company).

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with an any underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten public offering, each Holder who is participating in such holder will offering or who “beneficially owns” (as such term is defined under the Exchange act) five percent (5%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any Public Sale sale or distribution of any the Common Stock being registered or a similar security of the securities being registered Company, or any securities convertible into or exchangeable or exercisable for such securities securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the sixty (60)-day period beginning on, the pricing date of such underwritten public offering (such period, the “Lockup Period”) (except as part of such underwritten public offering), during if and to the period beginning 10 days prior to, extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and ending 180 days after, the effective date executive officers and directors of the Company’s initial public offering ; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the Class A Common Stock partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.13(a. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the “IPO Holdback Period”), except as part managing Underwriter or Underwriters irrespective of whether such Initial Public Offering, or, Holder participated in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)public offering. If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicableThis Section 2.13(a) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall longer apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in Holder once such offering or a person selling Holdings Units Holder ceases to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockhold Registrable Securities. (b) Restrictions on Public Sale by the Company and Others. The Company agrees (i) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of its equity securitiesany securities of the same class or convertible into securities of the same class as those being sold in connection with an underwritten public offering in accordance with Sections 2.1 or 2.2, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to to, and during the 18090-day period beginning on on, the effective pricing date of any such underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period public offering (except as part of such underwritten offeringpublic offering where the Holders of a majority of the Registrable Securities to be included in such underwritten public offering consent or as part of registration statements filed as set forth in Sections 2.2(a) or (c)), if otherwise and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters), in each case including a sale pursuant to Rule 144 (except as part of any such registration, if permitted); provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities.

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with In the case of an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters Stockholders (which includes any underwritten takedown off of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to a shelf registration statement otherwise permitted by this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of any of its equity securitiessecurities (other than any sale or distribution in connection with any merger, amalgamation, reorganization or consolidation by the Company or any Affiliate of the Company, or the acquisition by the Company or an Affiliate of the Company of shares or assets from any securities convertible into or exchangeable or exercisable for such securitiesother Person, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee stock ownership or other benefit plan) during the ninety (90) day period (or similar plan, any dividend reinvestment plansuch longer period that the managing underwriters reasonably request) beginning on the initial effective date of the Registration Statement relating to a Demand Registration, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in the Prospectus relating to a registered offering) Demand Registration that is a shelf takedown, as applicable, unless the underwriters managing the offering agree to agree not to effect any such sale or distribution (the "Lock-up Period"). Notwithstanding the foregoing, if the effectiveness of a Registration Statement relating to a Demand Registration has been suspended during the term of the Lock-up Period, the Lock-up Period shall be extended, for the number of days that the Registration Statement is not effective, subject to the right of the underwriters managing the offering to permit sales, distributions or an early release date. (b) In the case of an underwritten offering by the Company (which includes any underwritten takedown off of a shelf registration statement), each Stockholder agrees not to sell or otherwise transfer or dispose of any such Class A shares of Registrable Common Stock (or other securities) of the Company held by them during such the ninety (90) day period (except or such longer period that the managing underwriters reasonably request) beginning on the initial effective date of a registration statement of the Company filed under the Securities Act, or the date of the Prospectus (not including a preliminary Prospectus) relating to a shelf takedown, as part applicable, unless the underwriters managing the offering agree to such sale or distribution (a "Stockholder Lock-up"). Such agreement shall be in writing in form satisfactory to the Company and the managing underwriters. The Company may impose stop-transfer instructions with respect to the shares of Registrable Common Stock (or other securities) subject to the foregoing restriction until the end of the Stockholder Lock-up. If a Stockholder is required to enter into a Stockholder Lock-up at a time when shares of Registrable Common Stock are included in an effective Registration Statement relating to a Demand Registration, then the period that the Company shall be required to keep such underwritten offering, if otherwise permitted)Registration Statement effective shall be extended by the period of the Stockholder Lock-up.

Holdback Agreements. (a) Each Covered Person agrees that Holder of Registrable Stock agrees, if requested in writing in connection with an underwritten offering made so required (pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II timely notice) by the Company or the managing underwriter or underwriters of such underwritten offeringin any Underwritten Offering, such holder will not to effect any Public Sale or public sale of distribution of any securities of the Company of the same class as the securities being registered included in such Underwritten Registration, or any securities convertible into or exchangeable or to exercisable for such securities (except as part of such underwritten offering)therefor, during the period beginning 10 30 days prior to, to and ending the 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”)after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Initial Public OfferingUnderwritten Registration. Notwithstanding the foregoing sentence, or, each Holder of Registrable Stock subject to the foregoing sentence shall be entitled to sell securities during the foregoing period in the case of any subsequent underwritten offering a private sale. If a request is made pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”Section 4(a), except as part of any such underwritten registration (or then the time period during which a Shelf Registration is required to remain continuously effective for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating Holders of Registrable Stock pursuant to the Company occurs during the last 17 days terms of this Agreement shall be extended 210 days. None of the IPO Holdback Period or a Follow-On Holdback Period (as applicableforegoing provisions of this Section 4(a) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) Holder of Registrable Stock if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not an executive officer to effect any public sale or director distribution of the Company, a selling stockholder in Registrable Stock unless such offering Holder has provided 45 days' prior written notice of such sale or a person selling Holdings Units distribution to the Company, Holdings underwriter or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockunderwriters. (b) The Company agrees (i) if so required by the managing underwriter of any Underwritten Offering, not to effect any public sale or distribution of securities of the same class as the securities included in such Underwritten Registration or securities convertible into or exchangeable or exercisable therefor during the 30 days prior to and the 90 days after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Underwritten Registration and except pursuant to registrations on Form S-4 or S-8 or any successor form to such Forms, and (ii) to use its best efforts to cause each holder of equity securities, securities included in any Underwritten Registration or any securities convertible into or exchangeable or exercisable for such securitiestherefor, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any or otherwise dispose of shares of equity securities (or such Class A Common Stock other securities) during such period (except as part of such underwritten offering, if otherwise permitted)Underwritten Registration.

Holdback Agreements. (a) Each Covered Person agrees that if requested No holder of Registrable Securities shall engage in writing in connection with an underwritten offering made any public sale or distribution (including sales pursuant to Rule 144) (a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public “Sale or distribution Transaction”) of any equity securities of the securities being registered Company, or any securities convertible into or exchangeable or exercisable for any such securities equity securities, (except as part i) in the case of such underwritten offering)an IPO, during the seven days prior to and the 180-day period beginning 10 days prior to, and ending 180 days after, on the effective date of the Company’s initial public IPO, unless the underwriters managing the offering agree in writing, or (ii) in all cases other than an IPO, during the seven days prior to and the 90-day period beginning on the effective date of the Class A Common Stock any underwritten Demand Registration or any underwritten Piggyback Registration, in each case in which Registrable Securities are included (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering registration or pursuant to this Agreementregistrations on Form S-4 or S-8, during unless the period beginning seven days prior to, and ending 90 days after, underwriters managing the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)offering agree in writing. If (i) the Company issues an earnings release or discloses other material information news or a material event relating to the Company or its Subsidiaries occurs during the last final 17 days of the IPO any Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO any Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such periodHoldback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required or contemplated hereunder to comply with FINRA NASD Rule 2711(f)(4), the IPO such Holdback Period or the Follow-On Holdback Period (as applicable) will shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a such period referred to herein as the “Holdback Extension”). Notwithstanding the foregoing, no FollowThe Company may impose stop-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units transfer instructions with respect to the Company, Holdings shares of Common Stock (or any of its equity securities or securities convertible into or exchangeable or exercisable for any such equity securities) subject to the their respective subsidiaries if foregoing restriction until the end of such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or Holdback Period and any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockapplicable Holdback Extension. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during such period of time (not to exceed 180 days in connection with the 180-day period beginning on IPO or 90 days in all other cases (subject to, in each case, extension for any applicable Holdback Extension)) as may be determined by the underwriters managing such underwritten registration) following the effective date of the IPO, any underwritten Demand Registration or any underwritten Piggyback Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration underwritten registration or in connection with an Exchange Registration pursuant to registrations on Form S-4 or Form S-8 or any employee benefit or similar plansuccessor form), any dividend reinvestment planunless the underwriters managing the registered public offering otherwise agree in writing, or a business acquisition or combination and (ii) to use all reasonable efforts to shall cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stockequity securities, or any securities convertible into or exchangeable or exercisable for such Class A Common Stockequity securities, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) and each officer and director of the Company to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such Class A Common Stock securities during such period (subject to any Holdback Extension), except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. Each of the Stockholders (aregardless of whether or not such Stockholder is a selling Stockholder in any underwritten Demand Registration, Piggyback Registration or Shelf Registration, and, in each case, with respect to the Shares not included in such underwritten offering) Each Covered Person and the Company agrees that if requested not to, and the Company shall exercise its best efforts to obtain from its directors and executive officers, and commercially reasonable efforts to obtain from its beneficial owners of 5% or more of the Company's outstanding voting stock, agreements (in writing in connection with an the underwriters' customary form) not to, directly or indirectly offer, sell, pledge, contract to sell, (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the 90 days beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any underwritten offering made pursuant to a Shelf Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering registration or pursuant to this Agreementregistrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period, during the period beginning seven days prior toprovided, and ending 90 days afterhowever, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If if (i) the Company issues an earnings release or discloses other material information news, or a material event relating to the Company occurs occurs, during the last 17 days of the IPO Holdback Period or a Followlock-On Holdback Period (as applicable) up period, or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)holdback period, the Company announces that it will release earnings results during the 16-day period beginning upon on the last day of the holdback period, the restrictions imposed by this Section 7 shall continue to apply until the expiration of such period, then to the extent necessary for a managing or co18-managing underwriter day period beginning on the issuance of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the case Exchange Act. The Company may be (a “Holdback Extension”)impose stop-transfer instructions with respect to the Registrable Common Stock or other securities subject to the foregoing restriction until the end of the applicable "holdback" period. Notwithstanding In addition, to the foregoing, no Follow-On Holdback Period shall apply to extent that the terms of the holdback agreements of any person who (i) is not an executive officer or director of the Stockholders provide for more favorable terms than those of the Company, a selling stockholder in such offering its executive officers or a person selling Holdings Units to directors, then the terms of the holdback agreements of the Company, Holdings or any its executive officers and directors shall be amended to be consistent with those of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockStockholders. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (ai) Each Covered Person agrees that if requested Notwithstanding any provision of this Agreement to the contrary, in the event the Company notifies the Holder, in writing and no later than 10 days prior to the proposed filing date, that the Company intends to file a registration statement in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of its capital stock, the securities being registered Holder shall refrain from selling or otherwise distributing, except in accordance with the provisions of Section 6(b) hereof, any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during Warrant Shares within the period beginning 10 up to seven days prior to, and ending 180 days after, to the effective date of such registration statement (or on such later date that the Company’s initial public offering of Company notifies the Class A Common Stock Holder, in writing, that such period has begun) and ending up to 90 days after such effective date (or on such earlier date that the Company notifies the Holder that such period has ended) (the “IPO Holdback "Offering Restricted Period”"), except as part of . In the event the Holder's Warrant Shares are not included in such Initial Public Offering, or, in the case of any subsequent a registered underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days afterSection 6(b) hereof, the Company's obligation under Section 6(a)(iii) to keep the registration statement filed pursuant to Section 6(a) current and effective shall be extended for a number of days equal to the Offering Restricted Period, or, if earlier, until the date on which all of the Warrant Shares have been disposed of. (ii) Notwithstanding anything set forth herein to the contrary, the Holder agrees that it will give the Company prior oral notice, directed to its Chief Executive Officer or its Chief Financial Officer, confirmed immediately in writing by facsimile transmission, of its intention to sell any Warrant Shares under the shelf registration statement, which notice shall be given not less than two (2) days in advance of any such subsequent underwritten registration proposed sale. In the event that the Company thereafter informs the Holder, within one (1) day of its receipt of such notice, that, in the “Follow-On Holdback Period”)good faith exercise of its reasonable business judgment, except as part there exist bona fide financing, acquisition or other plans of the Company or other matters which could require disclosure by the Company of information, the premature disclosure of any such underwritten registration (of which would materially adversely affect or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will otherwise be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units materially detrimental to the Company, Holdings or any the Holder shall refrain from selling the Warrant Shares until the earlier to occur of the their respective subsidiaries if such purchase is funded by date (x) the sale Company notifies the Holder that it has filed with the Commission an amendment or supplement to the prospectus included in the shelf registration statement, (y) the Company notifies the Holder that the potentially disclosable event no longer exists and that the prospectus included in the shelf registration statement does not contain an untrue statement of Class A Common Stock by material fact or omit to state any fact necessary to make the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) statements therein not to effect any public sale or distribution of its equity securitiesmisleading, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (z) which is 90 days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date that the Holder orally notified the Company of this Agreement its intention to sell any Warrant Shares (other than in each of which is a registered offering"Disclosure Restricted Period"). The Company's obligation under Section 6(a)(iii) to agree not keep the registration statement filed pursuant to effect any sale or distribution Section 6(a) current and effective shall be extended for a number of any such Class A Common Stock during such period (except as part of such underwritten offeringdays equal to the Disclosure Restricted period, or, if otherwise permitted)earlier, until the date on which all of the Warrant Shares have been disposed of.

Holdback Agreements. Each of the Stockholders (aregardless of whether or not such Stockholder is a selling Stockholder in any underwritten Demand Registration, Piggyback Registration or Shelf Registration, and, in each case, with respect to the Shares not included in such underwritten offering) Each Covered Person and the Company agrees that if requested not to, and the Company shall exercise its best efforts to obtain from its directors and executive officers, and commercially reasonable efforts to obtain from its beneficial owners of 5% or more of the Company's outstanding voting stock, agreements (in writing in connection with an the underwriters' customary form) not to, directly or indirectly offer, sell, pledge, contract to sell, (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the 90 days beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any underwritten offering made pursuant to a Shelf Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering registration or pursuant to this Agreementregistrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period, during the period beginning seven days prior toprovided, and ending 90 days afterhowever, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If if (i) the Company issues an earnings release or discloses other material information news, or a material event relating to the Company occurs occurs, during the last 17 EXECUTION VERSION days of the IPO Holdback Period or a Followlock-On Holdback Period (as applicable) up period, or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)holdback period, the Company announces that it will release earnings results during the 16-day period beginning upon on the last day of the holdback period, the restrictions imposed by this Section 7 shall continue to apply until the expiration of such period, then to the extent necessary for a managing or co18-managing underwriter day period beginning on the issuance of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the case Exchange Act. The Company may be (a “Holdback Extension”)impose stop-transfer instructions with respect to the Registrable Common Stock or other securities subject to the foregoing restriction until the end of the applicable "holdback" period. Notwithstanding In addition, to the foregoing, no Follow-On Holdback Period shall apply to extent that the terms of the holdback agreements of any person who (i) is not an executive officer or director of the Stockholders provide for more favorable terms than those of the Company, a selling stockholder in such offering its executive officers or a person selling Holdings Units to directors, then the terms of the holdback agreements of the Company, Holdings or any its executive officers and directors shall be amended to be consistent with those of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockStockholders. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Restrictions on Public Sale or distribution by Apollo of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Registrable Common Stock. (b) The Company . Apollo agrees (i) not to effect any public sale or distribution of its equity securitiessecurities of the Company (except as part of an Underwritten Registration), or any securities convertible into or exchangeable or exercisable for such securitiesincluding a sale pursuant to Rule 144 under the Securities Act, during the seven period commencing on the date the Company notifies Apollo that it reasonably expects a Registration Statement with respect to an Underwritten Offering to become effective within 10 days, and ending 90 days prior to and during the 180-day period beginning on after the effective date of any underwritten Demand the Registration (or Statement for such shorter period as Underwritten Offering, or if such Registration Statement fails to which go effective within 20 days after the date of such notice, ending on the 20th day after such notice, but commencing again on the date such Registration Statement is declared effective by the SEC and ending 90 days after the effective date of such Registration Statement; provided that the foregoing shall terminate and have no further force and effect if the individual that Apollo has designated to the Board of Directors of the Company has resigned from the Company's Board of Directors. If requested by the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Underwritten Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from during the Company at any time after the date Term of this Agreement (other than and provided that Apollo beneficially owns 5% or more of the Company's common stock outstanding as of such date or the individual that Apollo has designated to the Board of Directors of the Company is still serving as a director, Apollo agrees to enter into a customary lock-up agreement with such underwriter or underwriters, in a registered offering) to agree not such form as mutually agreed upon by Apollo and such underwriter(s), restricting Apollo's right to effect any public sale or distribution of any such Class A Common Stock during such period securities of the Company (except as part of such underwritten offeringUnderwritten Registration) during the period commencing on the date the Company notifies Apollo that it reasonably expects a Registration Statement with respect to an Underwritten Offering to become effective within 10 days, and ending 90 days after the effective date of the Registration Statement for such Underwritten Offering, or if such Registration Statement fails to go effective within 20 days after the date of such notice, ending on the 20th day after such notice, but commencing again on the date such Registration Statement is declared effective by the SEC and ending 90 days after the effective date of such Registration Statement. (b) Restrictions on Public Sale by the Company. The Company agrees, if otherwise permitted)requested by the managing underwriter or underwriters in a Demand Registration of Registrable Common Stock covered by a Registration Statement filed pursuant to Section 2 hereof, not to effect any public sale or distribution of Common Stock except as part of such Underwritten Registration or pursuant to registrations relating to the Company's employee benefit plans, exchange offers by the Company or a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-8, Form S-4 or any successor form to such Form, nor shall it effect x xxxx xxxxxxnt to Regulation D under the Securities Act of an aggregate amount of shares of Common Stock equal to or greater than 3% of its outstanding shares of Common Stock, during the period commencing on the date that is 10 days prior to the date the Company expects the Registration Statement for such Demand Registration to become effective, and ending 90 days after the effective date of the Registration Statement for such Demand Registration.

Holdback Agreements. (a) Each Covered Person agrees that if requested No holder of Registrable Securities shall engage in writing in connection with an underwritten offering made any public sale or distribution (including sales pursuant to Rule 144) (a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public “Sale or distribution Transaction”) of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering)Equity Securities, during the seven (7) days prior to and the ninety (90)-day period beginning 10 days prior to, and ending 180 days after, on (i) the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration or (ii) the Company’s initial public offering “pricing” date of the Class A Common Stock any Underwritten Shelf Take-Down, in each case in which Registrable Securities are included (the “IPO Holdback Period”), except as part of such Initial Public Offeringregistration or pursuant to registrations on Form S-4, orunless the underwriters managing the offering agree to a shorter period in writing, in which case the case Holdback Period shall be the shorter period agreed to by the managing underwriters. If requested by the underwriters managing the offering, each holder of any subsequent underwritten offering pursuant Registrable Securities shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in this Section 2.3(a). The Company may impose stop-transfer instructions with respect to this Agreement, during the period beginning seven days prior to, and ending 90 days after, Equity Securities subject to the effective date foregoing restriction until the end of any such subsequent underwritten registration (the “Follow-On Holdback Period”). Notwithstanding anything to the contrary set forth above, except as part in connection with a Block Sale, no holder of any such underwritten registration (or for such shorter period as Registrable Securities shall be subject to which a lock-up agreement, other than, if requested by the managing underwriter or underwriters may agree, provided that for such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Companyoffering, a selling stockholder holder of Registrable Securities that is participating in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockBlock Sale. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, Equity Securities or any securities convertible into option, warrant, security or exchangeable or right exercisable for such securitiesor convertible or exchange into any of the foregoing, during the seven (7) days prior to and during such period of time (not to exceed ninety (90) days) as may be determined by the 180-day period beginning on underwriters managing such underwritten registration following (i) the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period underwritten Piggyback Registration (except as part of such underwritten offeringregistration or pursuant to registrations on Form S-4 or any successor form) or (ii) the “pricing” date of any Underwritten Shelf Take-Down, if in each case unless the underwriters managing the registered public offering otherwise permitted)agree in writing.

Holdback Agreements. (a) Each Covered Person agrees that if If requested by the Company or the managing underwriter(s), each Holder participating in writing in connection with an underwritten offering made pursuant to a Registration Statement for which Public Offering shall enter into customary lock-up agreements with the managing underwriter(s) of such Covered Person has registration rights pursuant to this Article II Public Offering. In the absence of any such lock-up agreement, each Holder participating in an underwritten Public Offering agrees as follows: (i) in the event of an underwritten Public Offering by the managing underwriter Company (whether for the account of the Company or underwriters of such underwritten offeringotherwise), such holder will not effect any Public Sale to offer, sell, contract to sell or distribution otherwise dispose of any of the securities being registered Registrable Securities, or any securities convertible into or exchangeable or exercisable for such securities securities, including any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten offeringPublic Offering), during the period beginning 10 seven days prior to, and ending 180 days after, during the 90-day period (the “Holdback Period”) beginning on the effective date of the Company’s initial public offering of the Class A Common Stock registration statement for such underwritten Public Offering (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent an underwritten offering Public Offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days afteran effective shelf registration statement pursuant to Rule 415, the effective pricing date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any for such underwritten registration Public Offering); (or for such shorter period as to which ii) in the managing underwriter or underwriters may agree, provided event that such shorter period applies equally to all Covered Persons). If (iA) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the IPO any Holdback Period or a Follow-On Holdback Period (as applicable) or (iiB) prior to the expiration of the IPO any Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such periodHoldback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the IPO Holders representing a majority of the Registrable Securities included in such Underwritten Takedown, the Holdback Period or the Follow-On Holdback Period (as applicable) will shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stockbe. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such Class A Common Stock during such period (except as part of such underwritten offering, if otherwise permitted).

Holdback Agreements. (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made No holder of Registrable Securities shall effect any public sale or distribution (including sales pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters Rule 144) of such underwritten offering, such holder will not effect any Public Sale or distribution of any equity securities of the securities being registered Company, or any securities convertible into or exchangeable or exercisable for such securities (except as part of such underwritten offering)securities, during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, to and ending 90 days after, the 90-day period beginning on the effective date of any such subsequent underwritten registration Demand Registration or underwritten Piggyback Registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (registration, unless the underwriters managing the registered public offering otherwise agree in writing. Notwithstanding the foregoing, this Section 3(a) shall not be applicable to or for otherwise be binding on the holders of Registrable Securities unless the Company complies with its obligations under Section 3(b) in connection with any such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons)offering. If (i) the Company issues an earnings release or discloses other material information news or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable)Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA NASD Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (a be. The restriction in the immediately preceding sentence is the “Holdback Extension”). Notwithstanding .” The Company may impose stop-transfer instructions with respect to the foregoing, no Follow-On shares of its common stock (or other securities) subject to the foregoing restriction during any Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any period of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common StockHoldback Extension. (b) The Company agrees (i) shall not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and Holdback Period (including during the 180-day any period beginning on the effective date of any underwritten Demand Registration Holdback Extension) (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration underwritten registration or pursuant to an Excluded Registration), unless the underwriters managing the registered public offering otherwise agree in connection with an Exchange Registration or any employee benefit or similar planwriting, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to the extent not inconsistent with applicable law, shall cause each holder of its executive officers and directors and holders (other than the Investor) of at least 52% (on a fully-fully diluted basis) of its Class A Common Stockcommon stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement having residual economic rights comparable to common stock (other than holders that purchased shares or units solely in a registered public offering) ), to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any such Class A Common Stock securities during such period periods (except as part of such underwritten offeringregistration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. With respect to each and every Underwritten Public Offering: (a) Each Covered Person each Shareholder agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of any subsequent underwritten offering pursuant to this Agreement, during the period beginning seven days prior to, and ending 90 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the IPO Holdback Period or a Follow-On Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securitiesdistribution, including any sale pursuant to Rule 144, or any securities convertible into or exchangeable or exercisable successor provision, under the Securities Act, of any Registrable Securities (in each case, other than as part of such Underwritten Public Offering) during the 10 business days preceding the date scheduled for the beginning of the “road show” to be conducted by the Company executives in connection with such offering (as determined by the managing underwriter in good faith) or, if a shorter time period upon the date of receipt of notice of the date scheduled for such securitiesUnderwritten Public Offering, during and ending not later than the seven earlier to occur of (i) 90 days prior to and during the 180-day period beginning on following the effective date of any underwritten Demand Registration the registration statement filed in connection with the Underwritten Public Offering, (or for such shorter period as to which ii) the date that the Company and the managing underwriter or underwriters may agree), except as part determine not to complete the Underwritten Public Offering within 10 days following the completion of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment planthe road show, or a business acquisition or combination and (iiiii) to use all reasonable efforts to cause each holder 60 days after the start of at least 5% (on a fully-diluted basis) of its Class A Common Stockthe holdback period if the offering has not commenced by that date; provided, or any securities convertible into or exchangeable or exercisable however, that the holdback period for such Class Underwritten Public Offering shall not exceed 120 days in aggregate. A Common Stock, which are or may be purchased from holdback period for a subsequent Underwritten Public Offering shall not begin sooner than 120 days after the end of a prior holdback period; provided that this 120-day interval period shall not apply where the Company at any time after and the date of this Agreement (other than in a registered offering) to agree managing underwriter have determined not to effect any sale or distribution proceed with the Underwritten Public Offering following the road show, provided further, if the Company provides notice of any such Class A Common Stock during such a new holdback period within the 120-day period following termination of the prior holdback period (except as part a result of a determination not to proceed with the Underwritten Public Offering) then in such underwritten offering, if otherwise permitted)case the maximum number of days for which the new holdback period may apply shall be 120 days less the number of days during which the prior holdback period was effective.