Common use of Agreement Not to Offer or Sell Additional Securities Clause in Contracts

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for the benefit of the Company and the Placement Agents, that, without the prior written consent of the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will not, directly or indirectly, (i) offer, sell, sell short, transfer, hypothecate, pledge, or otherwise dispose of (or enter into any agreement or transaction that is designed to effect, or could be expected to result in, any such disposition of) securities of the Company, or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and shares of Common Stock), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this Agreement.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Final Offering Memorandum (the “Lock-Up Period”), the Company and the Placement Agents, thatwill not, without the prior written consent of MLPFS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of MLPFS), directly or indirectly, (i) sell, offer, sell, contract to sell short, transfer, hypothecateor grant any option to buy, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common StockStock (in each case other than as contemplated by this Agreement with respect to the Notes); provided, or (ii) enter into any swap or other derivatives transaction however, that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Company (i) may issue shares of its Common Stock upon exercise of options pursuant to any stock option, stock bonus or (ii) above is to be settled by delivery of securities, cash other stock plan or otherwise, for the period beginning arrangement existing and in effect on the date hereof and ending 90 days after described in the completion Disclosure Package and (ii) grant options to purchase its Common Stock or issue restricted shares of its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement existing and in effect on the distribution of date hereof and described in the Shares contemplated hereby. Notwithstanding the foregoingDisclosure Package, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it such newly granted option or restricted shares shall be a condition to any such permitted transfer by gift, will, or intestacy that not vest within the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementLock-Up Period.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacyBAS); provided that it shall be a condition to any such permitted transfer by giftfurther, will, or intestacy that the transferee execute an agreement obliging such transferee Company may issue shares of Common Stock to hold Xxxx Atlantic Master Trust upon the transferred securities subject exercise of its warrants to the provisions of this Agreementpurchase Common Stock.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 60th day following the date of the Final Offering Memorandum, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that is designed to effectto, or could would reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of the CompanyCommon Stock, options or warrants to acquire shares of Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common StockStock (other than as contemplated by this Agreement with respect to the Notes and the convertible note hedge and warrant transactions described in the Hedge and Warrant Documentation), or publicly announce an intention to do any of the foregoing, provided, however, that (i) the Company may issue and sell the Notes under this Agreement, (ii) enter into the Company may issue the Conversion Shares upon conversion of the Notes and make any swap required related filings under the Securities Act with respect to such shares and (iii) the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other derivatives transaction that transfers to another, in whole stock plan or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction arrangement described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on Disclosure Package and the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementFinal Offering Memorandum.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 90 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of TWP (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of TWP), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Prospectus, in whole or in part, any but only if the holders of the economic benefits or risks of ownership of such securities, whether any such transaction described issued shares, or any options, which are exercisable during such 90 day period, agree in clauses (i) writing not to sell, offer, dispose of or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may otherwise transfer any such shares or all options during such 90 day period without the prior written consent of TWP (which consent may be withheld at the sole discretion of TWP). Further, during such securities by gift90 day period, will or intestacy; provided that it the Company shall not accelerate the vesting of options to purchase shares of its Common Stock without the prior written consent of TWP (which consent may be a condition to any such permitted transfer by gift, will, or intestacy that withheld at the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions sole discretion of this AgreementTWP).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementBAS).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 30th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Underwriter (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notUnderwriter), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Prospectus, in whole or in part, any upon redemption of units of the economic benefits Operating Partnership or risks of ownership of such securities, whether pursuant to any such transaction described other agreement obligating the Company to issue common stock in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning effect on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoinghereof, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions terms of this Agreementany "lock up" agreements to which holders of such shares, options or Common Stock may be bound.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that which is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock), or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 46 days after the completion date hereof, issue up to 1,500,000 shares of its Common Stock in connection with the distribution acquisition of or investment in other businesses, products or technologies, but in either case, only if the Shares contemplated hereby. Notwithstanding the foregoingrecipients of such shares, options, or shares issued upon exercise of such Selling Stockholder may options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this Agreement.options during such

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS and ML (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS and ML), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction stock plan or arrangement described in the Prospectus; provided that transfers to another, in whole or in part, any of the economic benefits or risks of ownership holders of such securitiesshares, whether options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction described shares or options during such 90 day period without the prior written consent of BAS and ML, provided, however, that the foregoing proviso will not apply in clauses (i) or (ii) above is to be settled by delivery the case of securities, cash or otherwise, for issuances of Common Stock upon the period beginning exercise of options outstanding on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this Agreementhereof.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Final Offering Memorandum, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common StockStock (other than as contemplated by this Agreement with respect to the Notes), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, during such Selling Stockholder period (i) the Company may transfer grant stock options, restricted stock, contingent stock or other equity awards pursuant to the Company’s 1996 Executive Incentive Compensation Plan and (ii) the Company may issue shares of Common Stock upon the exercise of an option, warrant or other equity award, or the conversion of a security outstanding on the date hereof. The Company also agrees not to file any or all of such securities by gift, will or intestacy; provided that it shall be a condition registration statement (other than filings on Form S-8) with respect to any such permitted transfer by gift, will, shares of Common Stock or intestacy that any securities convertible or exchangeable for Common Stock for a period of 90 days after the transferee execute an agreement obliging such transferee to hold Closing Date without the transferred securities subject to prior written consent of the provisions of this AgreementRepresentatives.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 30th day following the date of the Prospectus, none of the Selling Stockholders or the Company and the Placement Agents, thatwill, without the prior written consent of the Placement Agents, but only if requested by Underwriter (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notUnderwriter), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that (x) the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to another, in whole stock plan or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction arrangement described in clauses (i) the Prospectus or (ii) above is pursuant to be settled by delivery of securities, cash or otherwise, for any other agreement obligating the period beginning Company to issue common stock in effect on the date hereof hereof, subject to the terms of any “lock up” agreements to which holders of such shares, options or Common Stock may be bound and ending 90 days after the completion (y) that nothing herein shall prohibit transfers to an Affiliate (as defined in Rule 405 of the distribution Securities Act) of a Selling Stockholder that agrees in writing to be bound by the Shares contemplated herebyforegoing restrictions. Notwithstanding the foregoing, Any such transfer by a Selling Stockholder shall not release such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of its obligations under this Agreement.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Company and Prospectus, the Placement Agents, thatIssuer will not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that which is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities of the Company, Common Shares or securities that are convertible into or exchangeable or exercisable for any Common Shares (other Company securities (includingthan the Securities, without limitation, securities that may be deemed the Equity Units to be beneficially owned by issued in the undersigned in accordance with concurrent Equity Units Offering and the rules and regulations issuance of the Commission and shares awards pursuant to employee benefit plans outstanding as of Common Stock), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion issuances of the distribution Common Shares upon exercise of the Shares contemplated hereby. Notwithstanding the foregoing, any such Selling Stockholder may transfer any or all of such securities by gift, will or intestacyawards); provided that it the foregoing shall be not prohibit the Issuer from (i) complying with the registration rights under the Investment Agreement, and (ii) issuing up to 44,567,901 Common Shares to Dexia Holdings, Inc. under the SPA and filing a condition registration statement on Form S-3 to any register such permitted transfer by gift, will, or intestacy that Common Shares pursuant to Section 6.18 of the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementSPA.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus or upon conversion of the shares of its series A cumulative convertible preferred stock or its series B convertible preferred stock (or upon exercise of warrants issued to the holders of any share of preferred stock), or but only if the holders (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any than the holders of the economic benefits or risks of ownership series A and series B preferred stock) of such securitiesshares, whether options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction described in clauses shares or options during such 90 day period without the prior written consent of BAS (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion sole discretion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementBAS).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 180 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of Xxxxxxxxxx Securities (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of Xxxxxxxxxx Securities), directly or indirectly, (i) sell, offer, sell, sell short, transfer, hypothecatecontract or grant any option to purchase, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or a warrant (the "Comerica Warrant") to Comerica Incorporated exercisable for up to 100,000 shares of Common Stock or Common Stock upon exercise of the Comerica Warrant or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 180 day period without the prior written consent of Xxxxxxxxxx Securities (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementXxxxxxxxxx Securities).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Final Offering Memorandum, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Securities); provided, however, that (i) the Company securities may issue and sell the Securities under this Agreement, (including, without limitation, securities that ii) the Company may be deemed to be beneficially owned by issue the undersigned in accordance with the rules and regulations Conversion Shares upon conversion of the Commission Securities (and shares of Common Stock upon the conversion of the 2.75% convertible senior subordinated notes due 2024 and the 3.00% convertible senior subordinated notes due 2024 and make any required related filings under the Securities Act with respect to such shares) and (iii) the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Disclosure Package and the Final Offering Memorandum, in whole or in part, any of but only if the economic benefits or risks of ownership holders of such securitiesshares, whether options, or shares issued upon exercise of such options, to the extent they are listed on Schedule D, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction described in clauses shares or options during their lock-up period without the prior written consent of BAS (i) or (ii) above is to which consent may be settled by delivery withheld at the sole discretion of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementBAS).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS and Xxxxxx), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof BAS and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementXxxxxx).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agreesDuring the period commencing on the date hereof and ending on the 60th day following the date hereof, for the benefit of the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, sell, contract or grant any option to sell short, transfer, hypothecate(including without limitation any short sale), pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Debentures and the Conversion Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 60 day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Representatives (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion sole discretion of the distribution Representatives); provided, further, that the Company may issue restricted shares of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any Common Stock or all of such securities by gift, will or intestacy; provided that it shall be a condition options to purchase its Common Stock to any such permitted transfer by gift, will, employee or intestacy that the transferee execute an prospective employee who has not executed a lock-up agreement obliging such transferee pursuant to hold the transferred securities subject to the provisions of this AgreementSection 5(h) hereof.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 180 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of NationsBanc Xxxxxxxxxx (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of NationsBanc Xxxxxxxxxx), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a- 1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of the CompanyCommon Stock, options or warrants to acquire shares of Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Prospectus and may issue shares of Common Stock in connection with the acquisition of additional outsourced business service companies, in whole or in part, any of but only if the economic benefits or risks of ownership holders of such securitiesshares, whether options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction described in clauses shares or options during such 180 day period without the prior written consent of NationsBanc Xxxxxxxxxx (i) or (ii) above is to which consent may be settled by delivery withheld at the sole discretion of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementNationsBanc Xxxxxxxxxx).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agreesDuring the period of 60 days following the date hereof, for the benefit of the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement AgentsRepresentatives (which consent may be withheld at the sole discretion of the Representatives), but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will not, (i) directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) shares of Common Stock of the Company or any securities of the Company exchangeable for or convertible into shares Common Stock of the Company, or securities convertible into publicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and shares of Common Stock), filing or (ii) enter into any swap or any other derivatives agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic benefits or risks consequence of ownership of such securitiesshares of Common Stock, whether any such swap or transaction described in clauses clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or under the Equity Underwriting Agreement, for (B) any shares of Common Stock issued by the period beginning Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and ending 90 days after referred to in the completion Registration Statement, the Disclosure Package and the Prospectus or (C) any shares of Common Stock, restricted stock, restricted stock units, performance units or other equity-based awards issuable or issued, or options to purchase Common Stock to be granted or granted, pursuant to an existing employee benefit plan of the distribution of Company referred to in the Shares contemplated hereby. Notwithstanding Registration Statement, the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that Disclosure Package and the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementProspectus.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for The Company shall refrain during a period of 60 days from the benefit date of the Company and the Placement Agents, thatFinal Offering Memorandum, without the prior written consent of the Placement AgentsRepresentative, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notfrom, directly or indirectly, (i) offeroffering, pledging, selling, contracting to sell, sell shortselling any option or contract to purchase, transferpurchasing any option or contract to sell, hypothecate, pledgegranting any option for the sale of, or otherwise dispose disposing of or transferring (or enter entering into any agreement transaction or transaction that device which is designed to effectto, or reasonably could be expected to to, result inin the disposition by any person at any time in the future of), any such disposition of) securities share of the Company, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including units of limited partnership interest in Caplease, LP) or exercisable for such securities, or filing any other Company securities (including, without limitation, securities that may be deemed registration statement under the Securities Act with respect to be beneficially owned by the undersigned in accordance with the rules and regulations any of the Commission and shares of Common Stock)foregoing, or (ii) enter entering into any swap or any other derivatives agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic benefits or risks consequence of ownership of Common Stock or such other securities, whether any such swap or transaction described in clauses clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise (other than as contemplated by this Agreement and the Registration Rights Agreement with respect to the Conversion Shares); provided, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoinghowever, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred Company may (A) issue securities subject pursuant to the provisions Company’s 2004 Stock Incentive Plan, as it may be amended and restated from time to time, (B) file or amend a registration statement on Form S-8 relating to the Company’s 2004 Stock Incentive Plan, as it may be amended and restated from time to time, (C) issue shares of this AgreementCommon Stock pursuant to the Company’s existing dividend reinvestment and stock purchase plan, and (D) issue shares of Common Stock or options, warrants or convertible securities (including units of limited partnership interest in Caplease, LP) as consideration in a bona fide merger or acquisition transaction by the Company.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending one year following the date of the Prospectus, the Company and the Placement Agents, thatshall not, without the prior written consent of the Placement Agents, but only if requested by Representative (which consent may be withheld at the Investors on or prior to the Closing, such Selling Stockholder will notRepresentative's sole discretion), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan, arrangement or contractual obligation described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such one-year period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Representative (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRepresentative's sole discretion).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 30th day following the date of the Final Offering Memorandum, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of of, transfer or hedge (or enter into any agreement or transaction that which is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act (except for a registration statement on Form S-8) in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Debentures and as contemplated by the Registration Rights Agreement); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus, stock purchase or other derivatives transaction that transfers to another, in whole stock plan or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction arrangement described in clauses (i) or (ii) above is to be settled by delivery of securitiesthe Disclosure Package and the Final Offering Memorandum; provided, cash or otherwisefurther, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold Company may issue shares of its Common Stock in the transferred securities subject to circumstances contemplated by the provisions of this Agreementwarrant transaction with the Initial Purchaser or its affiliates described in the Disclosure Package and the Final Offering Memorandum.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of Xxxxx (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of Xxxxx), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to another, in whole stock plan or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction arrangement described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated herebyProspectus. Notwithstanding the foregoing, the Company will cause each of its executive officers to furnish to Xxxxx, prior to the Closing Date, a letter, substantially in the form of Exhibit A attached hereto, pursuant to which each such Selling Stockholder may transfer any person shall agree not to directly or all of such securities by giftindirectly offer, will or intestacy; provided that it shall be a condition sell, assign, transfer, pledge, contract to any such permitted transfer by gift, willsell, or intestacy that otherwise dispose of any shares of Common Stock for such 90-day period without the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions prior written consent of this AgreementXxxxx.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of one hundred eighty days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of Xxxxxxxxxx Securities (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of Xxxxxxxxxx Securities), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus and may issue shares of Common Stock in connection with the acquisition of additional travel service companies, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 180 day period without the prior written consent of Xxxxxxxxxx Securities (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementXxxxxxxxxx Securities).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representative (which consent may be withheld at the Investors on or prior to the Closing, such Selling Stockholder will notRepresentative's sole discretion), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan, arrangement or contractual obligation described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 90-day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Representative (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRepresentative's sole discretion).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agreesDuring the period of ninety (90) days following the date of this Agreement (the "Lock-Up Period"), for the benefit of the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement AgentsPurchaser (which consent may be withheld in its sole discretion), but only if requested by the Investors on sell, offer, contract, or prior to the Closing, such Selling Stockholder will notgrant, directly or indirectly, (i) offer, any option to sell, sell shortpledge, transfer, hypothecateor establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, pledgeotherwise dispose of, transfer, or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), or otherwise dispose of (or enter into any agreement or transaction that is designed to effect, or could be expected to result in, any such disposition of) securities shares of the Company, Common Stock or securities convertible into or exchangeable into, exchangeable, or exercisable for Common Stock ("Securities") or any other Company securities (including, without limitation, securities that relates to or derives any significant part of its value from the Common Stock; PROVIDED, HOWEVER, that the Company may issue (i) shares of restricted stock or options to purchase its Common Stock pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and that has been disclosed to the Purchaser as set forth in the Company Disclosure Schedule, (ii) Common Stock upon the exercise of such options described in clause (i), but only if such shares, options, or shares issued upon exercise of such options, cannot be sold, offered, disposed of or otherwise transferred during the Lock-up Period without the prior written consent of the Purchaser (which consent may be deemed to be beneficially owned by the undersigned withheld in accordance with the rules and regulations of the Commission and shares of Common Stockits sole discretion), or (iiiii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any Common Stock issuable upon exercise of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementWarrants.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 365h day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Underwriter (which consent may be withheld at the Investors on or prior to the Closing, such Selling Stockholder will notUnderwriter's sole discretion), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan, arrangement or contractual obligation described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 365-day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Underwriter (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementUnderwriter's sole discretion).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 30th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Underwriter (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notUnderwriter), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common StockStock (other than as contemplated by this Agreement with respect to the Common Shares), or (ii) enter into any swap or any other derivatives agreement or transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic benefits or risks consequence of ownership of such securitiesthe Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, for however, that the period beginning on the date hereof and ending 90 days after the completion Company may issue shares of the distribution its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of the Shares contemplated hereby. Notwithstanding the foregoingoptions, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition pursuant to any such permitted transfer by giftstock option, will, stock bonus or intestacy that other stock plan or arrangement described in the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementProspectus.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 180 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock), or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS); (ii) enter into file a registration statement with respect to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Prospectus, and (iii) issue shares in whole connection with a merger or in part, any acquisition by the Company of the economic benefits assets or risks capital stock of ownership another person or entity, and file a registration statement with respect to such shares, so long as the shares so issued by the Company may not be resold for a period of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 180 days after the completion date of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementProspectus.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 180 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of Montxxxxxx Securities (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of Montxxxxxx Xxxurities), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to, and may file a registration statement on Form S-8 with respect to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 180 day period without the prior written consent of Montxxxxxx Xxxurities (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementMontxxxxxx Securities).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representative (which consent may be withheld at the Investors on or prior to the Closing, such Selling Stockholder will notRepresentative's sole discretion), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan, arrangement or contractual obligation described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 365-day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Representative (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRepresentative's sole discretion).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS and JPMSI (which consent may be withheld at the Placement Agents, but only if requested by the Investors on sole discretion of either BAS or prior to the Closing, such Selling Stockholder will notJPMSI), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common StockStock (other than as contemplated by this Agreement with respect to the Common Shares), or except for (i) the registration of the Common Shares and the sales to the Underwriters pursuant to this Agreement, (ii) enter into issuances of Common Stock pursuant to any swap stock purchase plan, restricted stock plan or other derivatives transaction that transfers to another, arrangement described in whole or the Prospectus and (iii) issuances of Common Stock in part, connection with any acquisition of the economic benefits or risks of ownership of such securitiesany entity, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash through merger or otherwise, for or the period beginning on acquisition of any assets of any entity; provided, however, that, in that case of this clause (iii), the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all recipient of such securities by gift, will or intestacy; provided that it Common Stock shall be execute a condition to any such permitted transfer by gift, will, or intestacy that lock-up agreement substantially in the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions form of this AgreementExhibit B hereto.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of ninety (90) days following the date of the Private Placement Memorandum (the “Lock-Up Period”), the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement AgentsAgent (which consent may be withheld in its sole discretion), but only if requested by the Investors on or prior (a) consent to the Closing, such disposition of any shares held by a stockholder or option holder which is a director or executive officer of the Company or is a Selling Stockholder will notbefore the expiration of the Lock-up Period, or (b) sell, offer, contract, or grant, directly or indirectly, (i) offer, any option to sell, sell shortpledge, transfer, hypothecateor establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, pledgeotherwise dispose of, transfer, or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), or otherwise dispose of any Securities (as defined in Exhibit E attached hereto) or enter into any agreement securities that relates to or transaction derives any significant part of its value from the Shares; provided, however, that is designed the Company may issue (i) shares of restricted stock or options to effectpurchase its Common Stock pursuant to any stock option plan, stock bonus, or could be expected to result in, any such disposition of) securities other stock plan or arrangement approved by the Board of Directors of the Company, or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by and described in the undersigned in accordance with the rules and regulations of the Commission and shares of Common Stock)Private Placement Memorandum, or (ii) enter into any swap Common Stock upon the exercise of such options described in clause (i), but only if such shares, options, or other derivatives transaction that transfers to anothershares issued upon exercise of such options, in whole cannot be sold, offered, disposed of or in part, any otherwise transferred during the Lock-up Period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described Placement Agent (which consent may be withheld in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this Agreementits sole discretion).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS and CIBC (which consent may be withheld at the Placement Agents, but only if requested by the Investors on sole discretion of either BAS or prior to the Closing, such Selling Stockholder will notCIBC), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Prospectus, in whole or in part, any of but only if the economic benefits or risks of ownership holders of such securitiesshares, whether options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction described in clauses (i) shares or (ii) above is to be settled by delivery options during such 90 day period without the prior written consent of securities, cash or otherwise, for the period beginning on the date hereof BAS and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementCIBC.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS and CIBC (which consent may be withheld at the Placement Agents, but only if requested by the Investors on sole discretion of either BAS or prior to the Closing, such Selling Stockholder will notCIBC), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to anotherstock plan or arrangement described in the Prospectus, in whole or in part, any of but only if the economic benefits or risks of ownership holders of such securitiesshares, whether options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction described in clauses shares or options during such 180 day period without the prior written consent of BAS and CIBC (i) which consent may be withheld at the sole discretion of either BAS or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementCIBC).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agreesDuring the period commencing on the date hereof and ending on the 90th day following the date hereof, for the benefit of the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, sell, contract or grant any option to sell short, transfer, hypothecate(including without limitation any short sale), pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Debentures and the Conversion Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into Common Stock upon exercise of options, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 90 day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Representatives (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion sole discretion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRepresentatives).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Final Offering Memorandum, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that which is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock; provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure Package and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), provided, further, that the foregoing shall not apply to (i) the sale of the Notes under this Agreement or the issuance of the Conversion Shares, (ii) enter the entry into any swap or other derivatives transaction that transfers to another, in whole or in part, any the transactions contemplated by the Convertible Note Hedge and Warrant Transaction Documentation and (iii) the filing of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRegistration Statement.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 30th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Underwriter (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notUnderwriter), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 30-day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Underwriter (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion sole discretion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementUnderwriter).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agreesDuring the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, for the benefit Company shall not issue any new shares of Common Stock, and each of the Company and the Placement Agents, thatXxxxxx Industries will not, without the prior written consent of each of Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated (which consent may be withheld at the Placement Agentssole discretion of Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notrespectively), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that which is designed to effectto, or could might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act (other than the filing of a registration statement for the registration of shares of Common Stock pursuant to result inthe Company’s employee benefit plans described in the Prospectus) in respect of, any such disposition of) securities shares of the CompanyCommon Stock, options or warrants to acquire shares of Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock); provided, or (ii) enter into any swap or other derivatives transaction that transfers to anotherhowever, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this Agreement.that:

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 90 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representatives (which consent may be withheld at the Investors on or prior to sole discretion of the Closing, such Selling Stockholder will notRepresentatives), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that (a) the Company may issue shares of its Common Stock), options to purchase its Common Stock, or (ii) enter into Common Stock upon exercise of options, in each case pursuant to any swap stock option, stock bonus, employee stock purchase plan, incentive plan or other derivatives transaction that transfers to another, stock plan or arrangement described in whole the Prospectus or in partthe documents incorporated by reference therein, and the Company may file one or more registration statements on Form S-8 to register shares of Common Stock to be offered or sold under any of the economic benefits foregoing option, bonus, purchase, incentive or risks other stock plan or arrangement and (b) the Company may issue shares of ownership its Common Stock as consideration for the acquisition of another business or entity, provided that in the case of (b), the recipient of such securitiesshares shall have agreed in writing not to sell, whether offer, dispose of or otherwise transfer any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for shares during such 90-day period without the period beginning on the date hereof and ending 90 days after the completion prior written consent of the distribution Representatives (which consent may be withheld at the sole discretion of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRepresentatives).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the th day following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of the Placement Agents, but only if requested by Representative (which consent may be withheld at the Investors on or prior to the Closing, such Selling Stockholder will notRepresentative's sole discretion), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock), or (ii) enter into shares of Common Stock upon exercise of options, in each case, pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers stock plan, arrangement or contractual obligation described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to anothersell, in whole offer, dispose of or in part, otherwise transfer any such shares or options during such 90-day period without the prior written consent of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses Representative (i) or (ii) above is to which consent may be settled by delivery of securities, cash or otherwise, for withheld at the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementRepresentative's sole discretion).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 180 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of BAS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of BAS), directly or indirectly, (i) sell, offer, issue, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock), or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus; (ii) enter into file one or more Registration Statements on Form S-8; and (iii) issue shares in connection with an acquisition, but only if the holders of such shares, options or shares issued upon exercise of such options so described in clause (iii) of this sentence agree in writing not to sell, offer, dispose of or otherwise transfer any swap such shares or other derivatives transaction that transfers to another, in whole or in part, any options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementBAS).

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period of 90 days following the date of the Prospectus, the Company and the Placement Agents, thatwill not, without the prior written consent of NationsBanc Xxxxxxxxxx Securities LLC (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of NationsBanc Xxxxxxxxxx Securities LLC), directly or indirectly, (i) sell, offer, contract or grant any option to sell, sell shortpledge, transfer, hypothecate, pledgetransfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of (or enter into any agreement or transaction that is designed to effecttransfer, or could be expected to result inannounce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition ofshares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares) securities except for (a) issuances of Common Stock pursuant to this Agreement, (b) grants of options to the Company's employees, directors and consultants under the Company's stock option plans as disclosed or incorporated by reference in the Prospectus, (c) issuances of Common Stock upon the exercise or conversion of reserved, authorized or outstanding stock options, warrants or convertible notes disclosed or incorporated by reference in the Prospectus, (d) issuances of the Company, 's Common Stock or other equity securities or any other securities convertible into or exchangeable for its Common Stock or exercisable other equity securities as full or partial consideration for any other bona fide loan to the Company securities or for any bona fide merger or acquisition transaction or (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and shares of Common Stock)e) registration statements on Forms S-4 or S-8, or their successor forms, or pursuant to the issuance of securities pursuant to clause (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (ib) or (iid) above is to be settled by delivery of securities, cash or otherwise, for the period beginning on the date hereof and ending 90 days after the completion of the distribution of the Shares contemplated hereby. Notwithstanding the foregoing, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it shall be a condition to any such permitted transfer by gift, will, or intestacy that the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this Agreementabove.

Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder irrevocably agrees, for During the benefit period commencing on the date hereof and ending on the 90th day following the date of the Final Offering Memorandum (the “Lock-Up Period”), the Company and the Placement Agents, thatwill not, without the prior written consent of MLPFS (which consent may be withheld at the Placement Agents, but only if requested by the Investors on or prior to the Closing, such Selling Stockholder will notsole discretion of MLPFS), directly or indirectly, (i) sell, offer, sell, contract to sell short, transfer, hypothecateor grant any option to buy, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any agreement or transaction that is designed to effectto, or could might reasonably be expected to to, result inin the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any such disposition of) securities shares of Common Stock, options or warrants to acquire shares of the Company, Common Stock or securities convertible into or exchangeable or exercisable for any other Company securities (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and or convertible into shares of Common StockStock (in each case other than as contemplated by this Agreement with respect to the Notes); provided, or (ii) enter into however, that the Company may issue shares of its Common Stock upon exercise of options pursuant to any swap stock option, stock bonus or other derivatives transaction that transfers to another, stock plan or arrangement existing and in whole or in part, any of the economic benefits or risks of ownership of such securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of securities, cash or otherwise, for the period beginning effect on the date hereof and ending 90 days after described in the completion Disclosure Package and (ii) grant options to purchase its Common Stock or issue restricted shares of its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement existing and in effect on the distribution of date hereof and described in the Shares contemplated hereby. Notwithstanding the foregoingDisclosure Package, such Selling Stockholder may transfer any or all of such securities by gift, will or intestacy; provided that it such newly granted option or restricted shares shall be a condition to any such permitted transfer by gift, will, or intestacy that not vest within the transferee execute an agreement obliging such transferee to hold the transferred securities subject to the provisions of this AgreementLock-Up Period.