When EROC insiders can sell

…our Class A and Class B common stock will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A common stock or securities convertible into or exercisable or exchangeable for Class A common stock for a period of 180 days following the date of this prospectus. Please see "Underwriting" for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the shares of Class A common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital. We may issue preferred stock whose terms could materially and adversely affect the voting power or value of our common stock.

…utstanding immediately following 199 Table of Contents the completion of this offering (F) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the…

…ing a reduction in beneficial ownership of Lock-Up Securities during the Restricted Period, such filing or disclosure must clearly indicate the circumstances of such transfer; b) transfers of Lock-Up Securities (i) as a bona fide gift or to a charitable organization or educational institution or (ii) for bona fide estate planning purposes in each case, in a transfer not involving a disposition for value; c) transfers or dispositions of Lock-Up Securities to any member of the immediate family or any trust for the direct or indirect benefit of the holder or if the holder is a trust, to a trustor, trustee or any beneficiary (including…

ELATED PERSON TRANSACTIONS The following is a description of certain relationships and transactions that exist or have existed or that we have entered into with our directors, executive officers and their affiliates and immediate family members. The following are summaries of certain provisions of our related party agreements, which are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore encourage you to review the agreements in their entirety.

Directed share program At our request, the underwriters have reserved 5% of the shares of our Class A common stock to be issued by ERock and offered by this prospectus for sale, at the initial public offering price, to directors, officers, employees, and other designated individuals. If purchased by persons who have entered into lock-up agreements with the underwriters, these shares will be subject to a 180-day lock-up restriction.