REGISTRATION, THE CORPORATION SHALL NOT FILE
OR CAUSE TO BE EFFECTED ANY OTHER REGISTRATION OF ANY OF ITS EQUITY SECURITIES
OR SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO OR EXERCISABLE FOR ITS EQUITY
SECURITIES UNDER THE SECURITIES ACT (EXCEPT ON FORM S-8 OR ANY SUCCESSOR FORM),
WHETHER ON ITS OWN BEHALF OR AT THE REQUEST OF ANY HOLDER OR HOLDERS OF SUCH
SECURITIES, UNTIL A PERIOD OF AT LEAST 180 DAYS HAS ELAPSED FROM THE EFFECTIVE
DATE OF SUCH PREVIOUS REGISTRATION.
10.
HOLDBACK AGREEMENTS.
(A)
EACH HOLDER OF REGISTRABLE SECURITIES
AGREES THAT IN CONNECTION WITH THE CORPORATION'S INITIAL PUBLIC OFFERING AND ANY
DEMAND REGISTRATION OR PIGGYBACK REGISTRATION THAT IS AN UNDERWRITTEN PUBLIC
OFFERING OF THE CORPORATION'S EQUITY SECURITIES, HE, SHE OR IT SHALL NOT (I)
OFFER, SELL, CONTRACT TO SELL, PLEDGE OR OTHERWISE DISPOSE OF (INCLUDING SALES
PURSUANT TO RULE 144), DIRECTLY OR INDIRECTLY, ANY EQUITY SECURITIES OF THE
CORPORATION (INCLUDING, WITHOUT LIMITATION, EQUITY SECURITIES OF THE CORPORATION
WHICH MAY BE DEEMED TO BE OWNED BENEFICIALLY BY SUCH HOLDER IN ACCORDANCE WITH
THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION)
(COLLECTIVELY, THE "HOLDBACK SECURITIES"), OR ANY SECURITIES, OPTIONS, OR RIGHTS
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR HOLDBACK SECURITIES (THE
"OTHER HOLDBACK SECURITIES"), (II) ENTER INTO A TRANSACTION WHICH WOULD HAVE THE
SAME EFFECT AS DESCRIBED IN CLAUSE (I) OF THIS SECTION, (III) ENTER INTO ANY
SWAP, HEDGE OR OTHER ARRANGEMENT THAT TRANSFERS, IN WHOLE OR IN PART, ANY OF THE
ECONOMIC CONSEQUENCES OR OWNERSHIP OF ANY HOLDBACK SECURITIES OR OTHER HOLDBACK
SECURITIES, WHETHER SUCH TRANSACTION IS TO BE SETTLED BY DELIVERY OF SUCH
HOLDBACK SECURITIES, OTHER HOLDBACK SECURITIES, IN CASH OR OTHERWISE, OR (IV)
PUBLICLY DISCLOSE THE INTENTION TO ENTER INTO ANY TRANSACTION DESCRIBED IN (I),
(II) OR (III) ABOVE, FROM THE DATE ON WHICH THE CORPORATION GIVES NOTICE TO THE
HOLDERS OF REGISTRABLE SECURITIES THAT A PRELIMINARY PROSPECTUS HAS BEEN
CIRCULATED FOR SUCH UNDERWRITTEN PUBLIC OFFERING TO THE DATE THAT IS 180-DAYS
FOLLOWING THE DATE OF FINAL PROSPECTUS FOR SUCH UNDERWRITTEN PUBLIC OFFERING (OR
SUCH SHORTER PERIOD AS AGREED TO BY THE UNDERWRITERS DESIGNATED AS
"BOOK-RUNNERS" MANAGING SUCH REGISTERED PUBLIC OFFERING) (SUCH PERIOD REFERRED
TO HEREIN AS THE THE "HOLDBACK PERIOD"), UNLESS SUCH BOOK-RUNNERS OTHERWISE
AGREE IN WRITING. IF (X) THE COMPANY ISSUES AN EARNINGS RELEASE OR OTHER
MATERIAL NEWS OR A MATERIAL EVENT RELATING TO THE COMPANY AND ITS SUBSIDIARIES
OCCURS DURING THE LAST 17 DAYS OF THE HOLDBACK PERIOD OR (Y) PRIOR TO THE
EXPIRATION OF THE HOLDBACK PERIOD, THE COMPANY ANNOUNCES THAT IT WILL RELEASE
EARNINGS RESULTS DURING THE 16-DAY PERIOD BEGINNING UPON THE EXPIRATION OF THE
HOLDBACK PERIOD, THEN TO THE EXTENT NECESSARY FOR THE BOOK-RUNNERS REQUIRED
HEREUNDER TO COMPLY
12
WITH NASD RULE 2711(F)(4), THE HOLDBACK PERIOD SHALL BE EXTENDED UNTIL 18 DAYS
AFTER THE EARNINGS RELEASE OR THE OCCURRENCE OF THE MATERIAL NEWS OR EVENT, AS
THE CASE MAY BE (SUCH PERIOD REFERRED TO HEREIN AS THE "HOLDBACK EXTENSION").
THE COMPANY MAY IMPOSE STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO THE SHARES OF