REPRESENTING SUCH SECURITIES (DULY ENDORSED IN BLANK BY THE
REGISTERED OWNER OR OWNERS THEREOF OR ACCOMPANIED BY DULY EXECUTED STOCK POWERS
IN BLANK) AND IRREVOCABLY APPOINT SAID CUSTODIAN AND ATTORNEY-IN-FACT WITH FULL
POWER AND AUTHORITY TO ACT UNDER THE CUSTODY AGREEMENT AND POWER OF ATTORNEY ON
SUCH COVERED PERSON'S BEHALF WITH RESPECT TO THE MATTERS SPECIFIED THEREIN.
SUCH COVERED PERSON ALSO AGREES TO EXECUTE SUCH OTHER AGREEMENTS AS THE COMPANY
MAY REASONABLY REQUEST TO FURTHER EVIDENCE THE PROVISIONS OF THIS SECTION 2.3.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, AFTER THE TIME THE COMPANY HAS CAUSED TO BECOME EFFECTIVE AN EXCHANGE
REGISTRATION, COVERING ALL SHARES TO BE REGISTERED PURSUANT TO SECTION 2.1
HEREOF, AND CONTINUING FOR SO LONG AS SUCH EXCHANGE REGISTRATION REMAINS
EFFECTIVE AND AVAILABLE FOR USE, ANY COVERED PERSON WHO IS NOT AN "AFFILIATE" OF
THE COMPANY FOR PURPOSES OF RULE 144 OR THE HOLDER OF AT LEAST 3% OF THE
THEN-OUTSTANDING CLASS A COMMON STOCK ON A FULLY-DILUTED BASIS (INCLUDING GIVING
EFFECT TO THE EXCHANGE OF ALL HOLDINGS UNITS HELD BY PERSONS OTHER THAN THE
COMPANY FOR SHARES OF CLASS A COMMON STOCK) SHALL CEASE TO HAVE ANY INCIDENTAL
REGISTRATION RIGHTS PURSUANT TO THIS SECTION 2.3.
Section 2.4
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