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(as defined in the POATRs) prepared or published for the purposes of the POATRs or the PRM in connection 
with this offering. This prospectus does not constitute a prospectus for the purposes of the POATRs or the PRM.

Each underwriter has represented and agreed that it has not made and will not make an offer of the shares of 
Class A common stock which are the subject of this prospectus to the public in the United Kingdom, unless such 
offer is of a kind specified in Part 1 of Schedule 1 to the POATRs (other than paragraph 6 of Part 1 of Schedule 1 
to the POATRs) or the offer is of a kind that consists entirely of a combination of two or more of the kinds of 
offer  specified  in  Part  1  of  Schedule  1  to  the  POATRs  (other  than  paragraph  6  of  Part  1  of  Schedule  1  to  the 
POATRs).

For  the  purposes  of  this  provision,  the  expression  an  “offer  to  the  public”  in  relation  to  the  shares  of  Class  A 
common stock in the United Kingdom means the communication in any form and by any means of sufficient 
information on the terms of the offer and the shares of Class A common stock to be offered so as to enable an 
investor to decide to buy or subscribe for the shares of Class A common stock.

Each  underwriter  has  represented  and  agreed  that  it  has  only  communicated  or  caused  to  be  communicated, 
and will only communicate or cause to be communicated, any invitation or inducement to engage in investment 
activity  (within  the  meaning  of  section  21  of  the  Financial  Services  and  Markets  Act  2000  (“FSMA”))  in 
connection with the issue or sale of the shares of Class A common stock in circumstances in which section 21(1) 
of FSMA does not apply.

This  prospectus  is  only  for  distribution  to  and  directed  at:  (a)  in  the  United  Kingdom:  (i)  persons  having 
professional experience in matters relating to investments falling within article 19(5) of the Financial Services 
and  Markets  Act  2000  (Financial  Promotion)  Order  2005  (as  amended)  (the  “Order”);  (ii)  high  net  worth 
entities falling within article 49(2)(a) to (d) of the Order; and (iii) persons to whom an invitation or inducement 
to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the issue or sale 
of  any  shares  of  Class  A  common  stock  may  otherwise  lawfully  be  communicated  or  caused  to  be 
communicated;  and  (b)  persons  who  are  outside  the  United  Kingdom  or  to  whom  this  prospectus  may 
otherwise be distributed and directed in compliance with all applicable laws and regulations (all such persons 
together being referred to as “Relevant Persons”). Shares of Class A common stock will only be available to, and 
any  invitation,  offer,  or  agreement  to  subscribe  for,  purchase,  or  otherwise  acquire  such  shares  of  Class  A 
common stock will only be made to or with, Relevant Persons. Any person who is not a Relevant Person should 
not act or rely on this prospectus or any of its contents.

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