“Initial Public Offering” means the initial public offering of Shares registered on Registration Statement No. 333-160463 on Form S-11.

Units after Initial Public Offering. For purposes of determining vesting after an initial public offering, references to Units shall also be deemed to be references to the shares that the holder of such Units receives in respect of such Units in connection with the initial public offering.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Notwithstanding the foregoing, with respect to any Award granted after the effectiveness of the Company’s registration statement relating to its initial public offering and prior to the Public Trading Date, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

Re: Initial Public Offering

“Change in Control” means, except in connection with any initial public offering of Shares, the occurrence of any of the following events after the completion of the initial public offering of the Company:

“IPO Date” means the date and time of execution of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

“Underwriters” means the managing underwriters for the Initial Public Offering.

the Initial Public Offering shall be ready to be consummated;

to pay fees after the consummation of an initial public offering or the issuance of public debt Securities, Public Company Costs;