Common use of Other Information Included in the General Clause in Contracts

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form of Ernst & Young Comfort Letter] SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of Lock-up Agreement] Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Lock-Up Period will commence on the date of this Agreement and continue through the close of trading on the date 60 days after the public offering date set forth on the final prospectus used to sell the Securities pursuant to the Underwriting Agreement. Any Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement). This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]

Other Information Included in the General. Disclosure Package The following information contained on the next page as Schedule B-1 is also included in the General Disclosure Package: None. SCHEDULE B-1 Quality Distribution, Inc. Issuer: Quality Distribution, Inc. Shares offered by the selling stockholders: 4,269,741 shares of common stock Option to purchase additional shares provided by the selling stockholders: 426,974 shares of common stock Price to public: $8.60 per share Closing date: August 14, 2013 SCHEDULE C [Form of Ernst Xxxxxxxx, Loop & Young Comfort Letter] Xxxxxxxx, LLP (Florida) Opinion SCHEDULE D [D-1 Form of Company Counsel Opinion] Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Opinions (Delaware / New York and 10b-5) SCHEDULE E [D-2 Form of Officer’s Certificate] ANNEX A [Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Opinion (Apollo Selling Stockholders) SCHEDULE D-3 Form of LockMacfarlanes LLP Opinion (Apollo (UK) Partners III, L.P.) SCHEDULE D-4 Form of Xxxxxxxx & Xxxxx LLP Opinion (MidOcean Capital Investors, L.P.) SCHEDULE X-0 Xxxx xx Xxxx-up Agreement] Credit Suisse Securities (USA) Xx Xxxxxx , 0000 Quality Distribution, Inc. 0000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 000 Xxxxx, XX 00000 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 XXXXXXX, XXXXX & CO. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. XXXXXX SECURITIES LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx 000 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear SirsXxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering (the “Offering”) will be made of the Common Stock, no par value (the “Securities”), of Quality Distribution, Inc., and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Securities or securities convertible into or exchangeable or exercisable for any shares of Common StockSecurities, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesSecurities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stockthe Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on and include the date 60 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Common Stock received upon exercise of options granted The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the undersigned terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the date of the expiration of the Lock-Up Period, it will also be subject give notice thereof to this Agreementthe Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. This Agreement Notwithstanding anything else to the contrary, the foregoing restrictions shall not apply to: (ai) transactions relating to any sale of shares of Common Stock Securities acquired by the undersigned in the open market transactions after following the completion Public Offering Date; (ii) any transfer of shares of Securities or any other securities of the OfferingCompany (A) to a family member or trust, so long (B) as a bona fide gift or gifts, (C) by will or intestate succession, (D) as a distribution to partners, members or stockholders of the undersigned provided that such transfers shall not involve a disposition for value, or (E) pursuant to a sale of 100% of the outstanding shares of Securities (including, without limitation, in connection with a tender offer for such shares of Securities or by way of merger of the Company with another person) to a third party or group of third parties that are not affiliates of the Company, provided that the opportunity to participate in such sale, tender offer, merger or other such transaction is offered to all holders of the Securities or, with respect to any statutory merger of consolidation in which the Company is a constituent company, the participation of holders of the Securities is not voluntary (or is otherwise pursuant to an exercise of dissenters’ rights applicable to any such statutory merger or consolidation); (iii) any transfer of shares of Securities by the undersigned to the Company deemed to occur upon the cashless exercise of stock options granted pursuant to the Company’s employee benefit plans existing as of the date hereof, provided that any shares of Securities received upon such exercise will be subject to the provisions and restrictions herein; (iv) any transfer of shares of Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted under this Lock-Up Agreement; and (v) if the undersigned is a corporation, partnership, limited liability company or similar entity, any transfer of shares of Securities by the undersigned to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of the undersigned; provided that: (A) for the purposes of clauses (ii), (iv) and (v), it shall be a condition to such transfer that the transferee (if not already subject to this Lock-Up Agreement) executes and delivers to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated a written agreement that is satisfactory to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated stating that the transferee is receiving and agrees to hold such shares of Securities subject to and in accordance with the provisions and restrictions in this Lock-Up Agreement and that there shall be no further transfer of such shares of Securities except in accordance with this Lock-Up Agreement, provided that for the purposes of subclause (ii)(E), such agreement shall terminate at such time as such transactions that are sales are third party or group of third parties have acquired 100% of the outstanding shares of Securities; (B) for the purposes of clauses (ii)(A) through (D), (iv) and (v), any such transfer shall not required to be reported or are voluntarily reported involve a disposition for value; (C) for the purposes of clauses (i) through (v) (except for subclause (ii)(E)), no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended, during shall be required or shall be voluntarily made in connection with such transfer; and (D) for the purposes of clauses (i) through (v) (except for subclause (ii)(E)), no other public filing, report or announcement regarding such transfer is voluntarily effected by any party to such transfer. [In addition, nothing in this Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by up Agreement shall prohibit the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary an affiliate of the undersigned undersigned, from making transfers of Securities pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plantrading plan in existence on August 6, 2013 and disclosed to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; provided that that, if the undersigned does not sell or otherwise dispose of Common Stock (whether in connection reports any such transfer on a Form 4 filed with the exercise of stock options or otherwise) Securities and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of 1934, the undersigned shall cause such Form 4 to include (i) a statement that such transfer was effected pursuant to a Rule 10b5-1 selling trading plan during and (ii) a statement as to the Locknumber of shares remaining to be sold under the plan (or, if none, a statement to the effect that no such shares remain).]1 1 To be included in lock-Up Period. up being signed by Xxxx Xxxxx In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if If (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, reason the Underwriting Agreement between you and (other than the Company relating to the Offering is provisions that survive termination) shall be terminated prior to payment for and delivery of the Closing Date (as defined in Offered Securities described therein, this Agreement shall be terminated and the Underwriting Agreement)undersigned shall be released from its obligations hereunder. This agreement Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. [Signature Page Follows] Very truly yours, [Signature of holder Name of stockholder]holder SCHEDULE E-2 Parties to Sign Lock-Up Agreement Xxxx X. Xxxxx Xxxxxx X. Xxxx Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxxxxx SCHEDULE F List of Subsidiaries Name State of Incorporation or Organization American Transinsurance Group, Inc. Delaware Boasso America Corporation Louisiana Chemical Xxxxxx Corporation Pennsylvania Levy Transport Ltd. / Levy Transport LTEE Canada Mexico Investments, Inc. Florida MTL De Mexico, S.A. de C.V. Mexico Power Purchasing, Inc. Delaware QC Energy Logistics, LLC Delaware QC Energy Resources, Inc. Delaware QC Energy Resources, LLC Delaware QC Energy Resources Northwest, LLC Delaware QC Energy Resources Texas, LLC Delaware QC Environmental Services, Inc. North Dakota QC Dry Bulk, LLC Delaware QD Capital Corporation Delaware QD Risk Services, Inc. Florida Quala Systems, Inc. Delaware Quality Bulk Logistics, LLC Delaware Quality Carriers, Inc. Illinois Quality Distribution, LLC Delaware

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form of Ernst & Young Comfort Letter] Letter Sch C-1 SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX Xxxxx Xxxxxxxx Comfort Letter Sch D-1 EXHIBIT A [Form of Lock-up Agreement] Up Letter [ ], 2009 Xxxxxx Investment Management Corp. 0000 Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxx, XX 00000 Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement SunTrust Xxxxxxxx Xxxxxxxx Inc. c/o Credit Suisse Securities (USA) LLC Exxxxx Eleven Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10010XX 00000-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 0000 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for the common stock, $0.01 par value per share (the “Securities”) of Xxxxxx Investment Management Corp., and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Securities or securities convertible into or exchangeable or exercisable for any shares of Common StockSecurities, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesSecurities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSecurities (USA) LLC (“Credit Suisse”). In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSuisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stockthe Securities. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on and include the date 60 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Any Common Stock Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock Any Securities acquired by the undersigned in the open market transactions after the completion of the Offering, so long as such transactions that are sales are will not required be subject to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions . A transfer of Common Stock Securities to a family member or to a trusttrust may be made, provided the transferee agrees in writing to be bound in writing by the terms of this Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (edonor, donee, transferor or transferee) dispositions to any beneficiary under the Securities Exchange Act of 1934 (the undersigned pursuant to a will “Exchange Act”) shall be required or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to shall be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the exercise expiration of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Public Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities Date shall not have been filed occurred on or before March December 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement)2009. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]] EXHIBIT B Persons Subject to Lock-Up

Other Information Included in the General. Disclosure Package The following information information, conveyed orally, is also included in the General Disclosure Package: None. SCHEDULE Price to Public: $100.00 per share Number of Offered Securities Sold: 5,000,000 Exhibit C [Form Letterhead of Ernst & Young Comfort Lettermajor shareholder of Fiserv, Inc.] SCHEDULE D [Form Fiserv, Inc. Public Offering of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of Lock-up Agreement] Credit Suisse Securities (USA) Common Stock August 18, 2020 KKR Capital Markets LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives Representative of the Several Underwriters to be party to the Underwriting Agreement several Underwriters, c/o Credit Suisse Securities KKR Capital Markets LLC 0 X 00xx Xx., Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010this “lock-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisseup agreement”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose is being delivered to enter into an you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications), among Fiserv, Inc., a Minnesota Wisconsin corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for New Omaha Holdings L.P., a Delaware limited partnership (the “Selling Shareholder”), and you as representative of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement In order to induce you and the Underwriters to execute enter into the Underwriting Agreement, the undersigned hereby agrees that during will not, without the period specified in prior written consent of the following paragraph (the “Lock-Up Period”)Representative, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, any shares including the filing (or participation in the filing) of common stock, par value $0.20 per share, of a registration statement with the Company (the “Common Stock”) or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effectSecurities and Exchange Commission in respect of, or enter into any swap, hedge establish or other arrangement that transfers, in whole increase a put equivalent position or in part, any liquidate or decrease a call equivalent position within the meaning of the economic consequences of ownership of the Common Stock or such other securities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Lock-Up Period will commence on the date of this Agreement and continue through the close of trading on the date 60 days after the public offering date set forth on the final prospectus used to sell the Securities pursuant to the Underwriting Agreement. Any Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) 16 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives rules and assigns regulations of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission promulgated thereunder with respect to to, any shares of Common Stock of the Offering is withdrawnCompany (“Shares”) or any securities convertible into, or exercisable or exchangeable for such Common Stock (c) “Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the final prospectus used to sell date hereof until 30 days after the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in date of the Underwriting Agreement). This agreement The foregoing restrictions shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]not apply:

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: NoneNone Filed pursuant to Rule 433 April 26, 2010 Relating to Preliminary Prospectus Supplement dated April 26, 2010 to Prospectus dated April 26, 2010 Registration Statement No. SCHEDULE C [Form 333-166303 News Release Contacts: Media — Xxxx X. XxXxx, Vice President, Government & Public Relations (000) 000-0000 Investors — Xxxxxx X. Xxxxxxx, Xx., Vice President, Finance & CFO (000) 000-0000 AK Steel Announces Offering of Ernst & Young Comfort Letter] SCHEDULE D [Form $400 Million of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of Lock-up Agreement] Credit Suisse Securities Senior Notes and Cash Tender Offer and Consent Solicitation for its 7 3/4% Senior Notes due 0000 XXXX XXXXXXX, OH, April 26, 2010 — AK Steel Holding Corporation (USANYSE: AKS) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit SuisseAK Holding”) and Mxxxxx Sxxxxxx & Co. Incorporated announced today that its subsidiary, AK Steel Corporation (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “CompanyAK Steel”), providing for the public has commenced a registered offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx of $400 million aggregate principal amount of its senior notes due 2020 (the “UnderwritersNew Notes”). AK Steel intends to use the net proceeds of the offering, together with cash on hand, to finance AK Steel’s cash tender offer and consent solicitation (the “Tender Offer”), also announced today, for any and all of Convertible Subordinated AK Steel’s outstanding 7 3/4% Senior Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “SecuritiesOld Notes”). As an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned The Offering will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Lock-Up Period will commence on the date of this Agreement and continue through the close of trading on the date 60 days after the public offering date set forth on the final prospectus used to sell the Securities made pursuant to the Underwriting Agreement. Any Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the effective shelf registration statement filed on file with the Securities and Exchange Commission Commission. The joint book-running managers for the Offering are Credit Suisse, BofA Xxxxxxx Xxxxx, X.X. Xxxxxx, Xxxxxx Xxxxxxx, UBS Investment Bank and Xxxxx Fargo Securities. Simultaneously with respect the Offering, AK Steel has commenced the Tender Offer pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 26, 2010, and a related Letter of Transmittal and Consent. Upon the terms and subject to the Offering conditions described in the Offer to Purchase and the Letter of Transmittal, AK Steel is withdrawnoffering to purchase for cash any and all of its outstanding Old Notes and soliciting consents to certain proposed amendments to the indenture governing the Old Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture. Holders of Old Notes who validly tender their Old Notes and deliver their consents on or prior to 5:00 p.m., New York City time, Friday, May 7, 2010 (cthe “Consent Date”) will be eligible to receive aggregate consideration equal to $1,003.50 per $1,000 principal amount of Old Notes tendered, which includes a consent payment of $30.00 per $1,000 principal amount of Old Notes. Holders who tender their Old Notes after the final prospectus used Consent Date but prior to the expiration time of 11:59 p.m., New York City time, on Friday, May 21, 2010 (the “Expiration Time”) will only receive $973.50 per $1,000 principal amount of Old Notes tendered. Tendered Old Notes may be validly withdrawn on or prior to the earlier of the receipt of the Requisite Consents (as defined below) and 5:00 p.m. New York time, Friday, May 7, 2010, but not thereafter unless required by applicable law. Holders may not tender their Old Notes without delivering their consents to the proposed amendments to the indenture for the Old Notes and may not deliver their consents without tendering their Old Notes pursuant to the tender offer. The proposed amendments require the approval of a majority of the aggregate principal amount of the outstanding Old Notes (“Requisite Consents”). If so approved, however, the proposed amendments will not become operative until after AK Steel has paid the consent payment to all holders that have validly tendered (and not validly revoked) consents on or prior to the Consent Date. AK Steel’s obligation to accept for purchase and to pay for the Old Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including having available pursuant to the issuance of the New Notes, together with approximately $130 million of cash on hand, funds sufficient to pay the Total Consideration, plus accrued and unpaid interest, for all the Old Notes tendered in the Tender Offer. In addition to the applicable consideration, all holders of Old Notes accepted for purchase will also receive accrued and unpaid interest on those Old Notes from the last interest payment date to, but not including, the date such Old Notes are repurchased. If any Old Notes remain outstanding following the completion of the Tender Offer, AK Steel intends to, but is not obligated to, promptly redeem such Old Notes in accordance with the terms of the Old Notes and the indenture. None of AK Steel, AK Steel’s board of directors, the dealer managers, the depositary and the information agent makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Old Notes, and, if so, the principal amount of Old Notes to tender. AK Steel has retained Credit Suisse and BofA Xxxxxxx Xxxxx to serve as Dealer Managers for the Tender Offer. AK Steel has also retained Global Bondholder Services Corporation to serve as the information agent. For additional information regarding the terms of the Tender Offer, please contact Credit Suisse at (000) 000-0000 or toll free (000) 000-0000 or BofA Xxxxxxx Xxxxx at (000) 000-0000 or toll free (000) 000-0000. Requests for documents and questions regarding the tender of Old Notes and delivery of consents may be directed to Global Bondholder Services Corporation at (000) 000-0000. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the New Notes in the Offering, nor shall there be any sale of such notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. AK Holding and AK Steel have filed a registration statement (including a prospectus) with the SEC relating to the Offering. Before you invest, you should read the prospectus in that registration statement and other documents AK Holding and AK Steel have filed with the SEC for more complete information about AK Holding and AK Steel and the Offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, AK Holding, AK Steel, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus if you request it by contacting Credit Suisse at Attention: Xxxxxxxxxx Xxxxxxxxxx, Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (0-000-000-0000), BofA Xxxxxxx Xxxxx at Attention: Xxxxxxxxxx Xxxxxxxxxx, Xxx Xxxxxx Xxxx, Xxx Xxxx, XX, 00000 (0-000-000-0000 or xx.xxxxxxxxxx_xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx); X.X. Xxxxxx at X.X. Xxxxxx Securities shall not have been filed Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Xxxxxx Xxxxxxx at xxxxxxxxxx@xxxxxxxxxxxxx.xxx; UBS Investment Bank at Attention: Leveraged Capital Markets, 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxxx 00000 (0-000-000-0000 ex. 1088); or Xxxxx Fargo Securities at Xxxxx Fargo Securities, LLC, Attention: Syndicate Operations; 0000 Xxxx X.X. Xxxxxx Blvd., MAC D1109-010, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 (0-000-000-0000). Forward-Looking Statements Some of the statements in this press release are intended to be, and hereby are identified as “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The company cautions readers that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management, including those risks and uncertainties discussed in AK Steel Holding Corporation’s Annual Report on or before Form 10-K for the year ended December 31, 2009, AK Steel Holding Corporation’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008 or (ii) for any reason2010. Except as required by law, the Underwriting Agreement between you and the Company relating company disclaims any obligation to the Offering is terminated prior update any forward-looking statements to the Closing Date (as defined in the Underwriting Agreement). This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]reflect future developments or events.

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form of Ernst & Young Comfort Letter·] SCHEDULE D [Form of Company Counsel Opinion] LIMITED USE ISSUER FREE WRITING PROSPECTUS AS REFERENCED IN SECTION 2(d) HEREIN 1. The electronic roadshow recording relating to the Offered Securities posted on the website xxx.xxxxxxxxxxxxxx.xxx. SCHEDULE E [Form of Officer’s CertificateFORM OF COMFORT LETTER] ANNEX A SCHEDULE F [Form of LockFORM OF OPINION OF XXXXXX & XXXXXXX] SCHEDULE G [FORM OF OPINION OF XXXXXXX XXXX & XXXXXXX] SCHEDULE H [FORM OF OPINION OF TIAN YUAN LAW FIRM] SCHEDULE I [FORM OF OPINION OF WHITE & CASE] SCHEDULE J [FORM OF LOCK-up AgreementUP AGREEMENT] Credit Suisse Securities [·], 2006 CREDIT SUISSE SECURITIES (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated Eleven Xxxxxxx Xxxxxx Xxx Xxxx, X.X. 00000-0000 X.X.X. XXXXXXX XXXXX (ASIA) L.L.C. 68/F, Xxxxxx Kong Center 2 Queen’s Road Central Hong Kong As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement [L&W: Please incorporate our earlier comments on the draft lock-up agreement. Thanks.] Dear Sirs: This Lock-Up Agreement is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement, including ”) to be entered into among New Oriental Education & Technology Group Inc. (the “Company”) and Credit Suisse Securities (USA) LLC and Mxxxxx Sxxxxxx Xxxxxxx Xxxxx (Asia) L.L.C., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), with respect to the public offering (the “Offering”) of Convertible Subordinated Notes due 2012 American depositary shares (the “ADSs”), each representing [·] common share[s], par value US$0.01 per share, of the Company (the “Common Shares” and Convertible Subordinated Notes due 2015 (collectivelytogether with the ADSs representing the Common Shares, the “Securities”). As an inducement In order to the Underwriters induce you to execute enter into the Underwriting Agreement, the undersigned hereby agrees that during the period Lock-Up Period specified in the following paragraph below (the “Lock-Up Period”), it will not, directly or indirectly, take any of the undersigned will not following actions with respect to the Common Shares, ADSs or any securities convertible into or exchangeable or exercisable for any of the Common Shares and ADSs (“Lock-Up Securities”): (i) offer, sell, contract to sell, pledge or otherwise dispose ofof Lock-Up Securities; (ii) offer, directly sell, contract to sell, contract to purchase or indirectlygrant any option, any shares of common stock, par value $0.20 per share, of the Company right or warrant to purchase Lock-Up Securities; (the “Common Stock”iii) or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or any other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities; or (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stock or such other securities, whether any such aforementioned transaction is to be settled by delivery meaning of Section 16 of the Common Stock U.S. Securities Exchange Act of 1934, as amended; or such other securities, in cash or otherwise, or (v) publicly disclose the intention to make take any such offeraction in (i) to (iv) above, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx the Representatives. The initial Lock-Up Period will commence on behalf the date of the UnderwritersUnderwriting Agreement and continue for 180 days after the date of the Underwriting Agreement or such earlier date that the Representatives consent to in writing; provided, however, that if (A) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs; or (B) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the Representatives to the Company (in accordance with Section 11 of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that it will not consummate any transaction or take any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersRepresentatives, it will not, during the Lock-Up Periodperiod commencing on the date hereof and ending 180 days after the date of the Underwriting Agreement, make any demand for or exercise any right with respect to, to the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stock. The Lock-Up Period will commence on the date of this Agreement and continue through the close of trading on the date 60 days after the public offering date set forth on the final prospectus used to sell the Securities pursuant to the Underwriting AgreementSecurities. Any Common Stock Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock Any Securities acquired by the undersigned in the open market transactions after will not be subject to this Agreement. A transfer of Securities to a family member, or a trust or an entity beneficially owned entirely by the completion undersigned or a family member of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide giftsmay be made, provided that the recipient thereof transferee agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to transfer and such transfer shall not involve a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Perioddisposition for value. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Agreement. This The undersigned understands that the Company and the Underwriters are relying upon this Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Agreement is irrevocable and shall be binding on upon the undersigned and the undersigned’s heirs, legal representatives, successors, heirs, personal representatives and assigns of the undersignedassigns. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement). This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder](Name)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form Number of Ernst & Young Comfort Letter] SCHEDULE D [Form Firm Securities: 11,000,000 shares Number of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX Optional Securities: not more than 1,650,000 shares EXHIBIT A [Form of Lock-up Agreement] Up Letter , 2012 Corcept Therapeutics Incorporated 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Eleven Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10010XX 00000-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 0000 Dear Sirs: The undersigned understands that As an inducement to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose ), as Underwriter, to enter into execute the Underwriting Agreement, pursuant to which an Underwriting Agreement offering will be made that is intended to result in an orderly market for shares of common stock, par value $0.001 per share (the “Underwriting AgreementCommon Stock”) with ADC Telecommunications), Inc.of Corcept Therapeutics Incorporated, a Minnesota corporation (together with and any successor (by merger or otherwise) thereto, thereto (the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSuisse. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSuisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for the Common Stock. The Lock-Up Period will commence on the date Any shares of this Agreement and continue through the close of trading on the date 60 days after the public offering date set forth on the final prospectus used to sell the Securities pursuant to the Underwriting Agreement. Any Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement. This The initial Lock-Up Period will commence on the date of this Lock-Up Agreement shall and continue and include the date 90 days after the public offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties (the “Underwriting Agreement”); provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by Credit Suisse to the Company (in accordance with Section 10 of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not apply to: consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Notwithstanding the foregoing, the undersigned may (a) effect transactions relating to any shares of Common Stock or other securities acquired in open market transactions after the completion of the Offeringtransactions, so long as such transactions provided that are sales are not required to be reported or are voluntarily reported no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of any shares of Common Stock or other securities acquired in such open market transactions; (b) transfer the undersigned’s shares of Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) upon death by will or intestacy, provided that the recipient agrees to be bound in writing by the restrictions set forth herein, (iii) to the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the recipient or the trustee of the trust, as the case may be, agrees to be bound in writing by the restrictions set forth herein, (iv) to any affiliate (as such term is defined in Rule 405 of the Securities Act of 1933, as amended), limited partners, general partners, limited liability company members or stockholders of the undersigned, or if the undersigned is a corporation to any wholly-owned subsidiary of such corporation, provided that in each case the recipient agrees to be bound in writing by the restrictions set forth herein, (v) by operation of law, including a qualified domestic order, provided that the recipient agrees to be bound in writing by the restrictions set forth herein, and provided further with respect to (i), (ii), (iii), (iv) and (v) hereof that any such transfer shall not involve a disposition for value and no public reports, including but not limited to reports pursuant to Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock are required to be or are voluntarily filed by the undersigned during the Lock-Up Period, Period (b) bona fide gifts as such may have been extended pursuant to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Agreement), or (dvi) dispositions with the prior written consent of Common Stock Credit Suisse; (c) effect transactions pursuant to a family member or to a trust, provided any written plan meeting the transferee agrees in writing to be bound requirements of Rule 10b5-1 under the Exchange Act that has been entered into by the terms of this Agreement undersigned prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms date of this Agreement; or (fd) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering enter into a written plan meeting the requirements of Rule 10b5-1 selling planunder the Exchange Act after the date of this Agreement relating to the sale of securities of the Company, if then permitted by the Company, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant securities subject to such Rule 10b5-1 selling plan during may not be sold until after the expiration of the Lock-Up PeriodPeriod (as such may have been extended pursuant to this Agreement). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) if the Underwriting Agreement between you and Public Offering Date shall not have occurred on or before August 31, 2012 or (ii) upon written notice from the Company relating to the Offering has not been executed and delivered and (a) Credit Suisse that the Company notifies you in writing that it does not intend to proceed with the Offering, (b) public offering or wishes to terminate the registration statement filed engagement of Credit Suisse in connection with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement)public offering. This agreement Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholderSignature]

Other Information Included in the General. Disclosure Package The following information information, conveyed orally, is also included in the General Disclosure Package: None. SCHEDULE Price to Public: $112.00 per share Number of Firm Securities Sold: 17,500,000 Number of Repurchase Shares: 1,817,520 Exhibit C [Form Letterhead of Ernst & Young Comfort Lettermajor shareholder of Fiserv, Inc.] SCHEDULE D [Form Fiserv, Inc. Public Offering of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of Lock-up Agreement] Credit Suisse Securities (USA) Common Stock December 9, 2020 BofA Securities, Inc. Citigroup Global Markets Inc. KKR Capital Markets LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement several Underwriters, c/o Credit Suisse Securities BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 X 00xx Xx., Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010this “lock-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisseup agreement”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose is being delivered to enter into an you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications), among Fiserv, Inc., a Minnesota Wisconsin corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for New Omaha Holdings L.P., a Delaware limited partnership (the “Selling Shareholder”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement In order to induce you and the Underwriters to execute enter into the Underwriting Agreement, the undersigned hereby agrees that during will not, without the period specified in prior written consent of the following paragraph (the “Lock-Up Period”)Representatives, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, any shares including the filing (or participation in the filing) of common stock, par value $0.20 per share, of a registration statement with the Company (the “Common Stock”) or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effectSecurities and Exchange Commission in respect of, or enter into any swap, hedge establish or other arrangement that transfers, in whole increase a put equivalent position or in part, any liquidate or decrease a call equivalent position within the meaning of the economic consequences of ownership of the Common Stock or such other securities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Lock-Up Period will commence on the date of this Agreement and continue through the close of trading on the date 60 days after the public offering date set forth on the final prospectus used to sell the Securities pursuant to the Underwriting Agreement. Any Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) 16 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives rules and assigns regulations of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission promulgated thereunder with respect to to, any shares of Common Stock of the Offering is withdrawnCompany (“Shares”) or any securities convertible into, or exercisable or exchangeable for such Common Stock (c) “Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the final prospectus used to sell date hereof until 30 days after the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in date of the Underwriting Agreement). This agreement The foregoing restrictions shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]not apply:

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: NoneThe initial public offering price per share for the Offered Securities is $[—]. SCHEDULE C Exhibit A-1 [Form of Ernst & Young Comfort LetterFORM OF MANAGER LOCK-UP AGREEMENT] SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of New Media Investment Group Inc. Lock-up AgreementUp Agreement [—], 2015 [Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx. Xxx Xxxx, Xxx Xxxx 00000] [Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000] Re: New Media Investment Group Inc. - Lock-Up Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear SirsLadies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) you propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule A to such agreement (collectively, the “Underwriting AgreementUnderwriters”) ), with ADC Telecommunications, New Media Investment Group Inc., a Minnesota Delaware corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the a public offering (the “Offering”) by of common stock, par value $0.01 per share, (the several “Stock”) of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”). To the extent there are no additional Underwriters named in Schedule A thereto, all references to the Underwriting AgreementRepresentatives and the Underwriters shall refer just to you, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), terms Representatives and Underwriters shall mean either the singular or plural as the context requires. In consideration of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to agreement by the Underwriters to execute offer and sell the Underwriting AgreementShares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that that, during the period specified in the following paragraph (the “Stockholder Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge (other than pledges existing on the date of the Underwriting Agreement), grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, of any shares of common stock, par value $0.20 per share, Stock of the Company (the “Common Stock”) Company, or securities convertible into any options or exchangeable or exercisable for warrants to purchase any shares of Common Stock, enter into a transaction that would have Stock of the same effectCompany, or enter into any swapsecurities convertible into, hedge or exchangeable for or that represent the right to receive shares of Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other arrangement that transferstransaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, in whole sale or in part, grant of any right (including without limitation any put or call option) with respect to any of the economic consequences of ownership of the Common Stock Undersigned’s Shares or such other securitieswith respect to any security that includes, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwiserelates to, or publicly disclose the intention to make derives any significant part of its value from such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common StockShares. The initial Stockholder Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on the date 60 for 45 days after the public offering date set forth on the final prospectus used to sell the Securities Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Common Stock received upon exercise ; provided, however, that if (1) during the last 17 days of options granted the initial Stockholder Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Stockholder Lock-Up Period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the initial Stockholder Lock-Up Period, then in each case the Stockholder Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. Notwithstanding the foregoing, the undersigned will also be subject may transfer the Undersigned’s Shares in the following cases (i) through (viii), provided that (1) with respect to clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) below (irrespective of whether such transfer involves a disposition of value, to the extent permitted by this Lock-Up Agreement. This ), the Representative receives a signed Lock-Up Agreement for the balance of the Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any transfer described under (i), (ii), (iv) or (v) below shall not apply to: involve a disposition for value, (a3) transactions relating such transfers described under (i) through (vi) below (irrespective of whether such transfer involves a disposition of value, to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales extent permitted by this Lock-Up Agreement) are not required to be reported or are voluntarily reported under with the Securities and Exchange Commission on Form 4 in accordance with Section 16(a) 16 of the Securities Exchange Act of 1934, as amended, during and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on Form 5 made after the expiration of the Stockholder Lock-Up Period) (irrespective of whether such transfer involves a disposition of value, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts the extent permitted by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement). This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]):

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE B [INTENTIONALLY OMMITTED] SCHEDULE C [Authorized officers of the Company: Xxxx Xxxx, President and CEO Xxx Xxxxx, Chief Financial Officer Xxx Xxxxxx, Chief Operating Officer and Head of Research SCHEDULE D Form of Ernst & Young Comfort Letter] SCHEDULE D Transaction Notice [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of Lock-up Agreement] Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives Letterhead] , 20 Invesco Mortgage Capital Inc. Attention: TRANSACTION NOTICE Dear : This notice (the “Notice”) sets forth the terms of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that agreement of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting AgreementManager”) with ADC Telecommunications, Invesco Mortgage Capital Inc., a Minnesota Maryland corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering Company to sell Shares through the Manager, acting solely as sales agent, on the following terms, pursuant to the Distribution Agency Agreement, dated August 31, 2012, between the Company and the Manager (the “OfferingDistribution Agreement”): Date(s) by on which Shares may be sold (each, a “Purchase Date”): Maximum number of Shares to be sold Lowest price at which Shares may be sold or formula pursuant to which such lowest price shall be determined (each, a “Floor Price”): Other terms: Capitalized terms used but not defined herein shall have the several Underwriters named in Schedule A meanings ascribed to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby agrees that during the period specified them in the following paragraph (the “Lock-Up Period”), the undersigned will Distribution Agreement. The agency transaction set forth in this Notice shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of be binding on the Company (or the “Common Stock”) or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have Manager unless and until the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Company countersigns and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Lock-Up Period will commence on the date returns its acceptance of this Agreement and continue through Notice or sends an email confirming acceptance of this Notice in accordance with the close of trading on the date 60 days after the public offering date terms set forth on in the final prospectus used to sell Distribution Agreement; provided, however, that neither the Securities pursuant to Company nor the Underwriting Agreement. Any Common Stock received upon exercise of options granted to the undersigned Manager will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Notice if the Company delivers its acceptance hereto after a.m./p.m. (New York City time) on [the date hereof / , 20 ]. This agency transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, agreements, covenants and other terms and conditions of the Distribution Agreement, (d) dispositions except to the extent amended or modified hereby, all of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound which are expressly incorporated herein by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary reference. Each of the undersigned pursuant to a will or other testamentary document or applicable laws of descentrepresentations, provided warranties and agreements set forth in the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Distribution Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns deemed to have been made as of the undersigned. This Agreement shall lapse date of the Company’s acceptance hereto and become null on any Applicable Time and void if (i) the Underwriting Agreement between you and the Company Settlement Date relating to the Offering has not been executed and delivered and (a) agency transaction set forth in this Notice. If the Company notifies you in writing that it does not intend foregoing conforms to proceed with the Offeringyour understanding of our agreement, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined please so indicate by providing your acceptance hereto in the Underwriting manner contemplated by the Distribution Agreement). This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: Accepted and agreed as of the date first above written: INVESCO MORTGAGE CAPITAL INC. By: Name: Title: [Name of stockholder]Note: The Company’s acceptance may also be evidenced by a separate written acceptance referencing this Notice and delivered via email in accordance with the Distribution Agreement] SCHEDULE E [INTENTIONALLY OMMITTED] SCHEDULE F [INTENTIONALLY OMMITTED] SCHEDULE G [INTENTIONALLY OMMITTED] SCHEDULE H

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form of Ernst & Young Comfort LetterPrice per share to the public: $[ ● ] SCHEDULE D [Form Subsidiaries of the Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX Entity Percentage Ownership Jurisdiction Exhibit A [Form of Press Release] Mammoth Energy Services, Inc. [Date] Mammoth Energy Services, Inc. (“Company”) announced today that Credit Suisse Securities (USA) LLC, the lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit B Form of Lock-up Agreement] Up Letter Mammoth Energy Services, Inc. 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated As Representatives as Representative of the Several several Underwriters to be party to named in the Underwriting Agreement specified below c/o Credit Suisse Securities (USA) LLC Exxxxx Eleven Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10010XX 00000-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 0000 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose As an inducement to enter into an the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications), pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common stock, par value $0.01 per share (the “Securities”), of Mammoth Energy Services, Inc., a Minnesota corporation (together with and any successor (by merger or otherwise) thereto, (the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Securities or securities convertible into or exchangeable or exercisable for any shares of Common StockSecurities, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesSecurities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSecurities (USA) LLC (“Credit Suisse”). In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSuisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stockthe Securities. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement (this “Lock-Up Agreement”) and continue through the close of trading on and include the date 60 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Any Common Stock Securities received upon exercise of options or other securities of the Company granted to the undersigned will also be subject to this Lock-Up Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock Any Securities acquired by the undersigned in the open market transactions after the completion will not be subject to this Lock-Up Agreement; provided that with respect to any sale or other disposition of the Offeringsuch Securities, so long as such transactions that are sales are not required to be reported or are voluntarily reported no filing under Section 16(a) of the Securities Exchange Act of 19341934 (the “Exchange Act”) (other than on Form 5) or other public announcement shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period. Additionally, as amendedthe restrictions in this Lock-Up Agreement shall not apply to (a) any exercise of options or vesting or exercise of any other equity-based award, in each case, outstanding on the Public Offering Date, and in each case under the Company’s equity incentive plan or any other plan or agreement described in the prospectus included in the Registration Statement, provided that any Securities received upon such exercise or vesting will also be subject to this Lock-Up Agreement, (b) the entering into a written trading plan designed to comply with Rule 10b5-1 of the Exchange Act, provided that no sales are made pursuant to such trading plan during the Lock-Up Period, provided that no filing or public announcement by any party under the Exchange Act or otherwise shall be required (b) bona fide gifts to charities not or shall be voluntarily made in excess of an aggregate of 500 shares of Common Stock for all connection with such gifts by the undersignedtrading plan), (c) other transfers as a bona fide gift or gifts, (d) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her family members, (e) transfers by testate or intestate succession, (f) if the undersigned is a partnership, limited liability company or a corporation, transfers to its limited partners, members or stockholders as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, or (h) to the extent applicable, transfers to the undersigned’s employer, if required by the terms of such individual’s employment, provided that in each transfer pursuant to clauses (c)-(f) the recipient thereof transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5); provided further, that in the case of clause (h), the transferee agrees to be bound by the terms of this Agreement, (d) dispositions of Common Stock to or a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the substantially similar Lock-Up PeriodAgreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. If the undersigned is an officer or director of the Company, (i) Credit Suisse agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Securities, Credit Suisse will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Credit Suisse hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This It is understood that if the Underwriting Agreement is executed yet terminates (other than the provisions thereof that survive termination) prior to payment for and delivery of the Offered Securities, the undersigned shall be released from all obligations under this Lock-Up Agreement. Further, this Lock-Up Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Public Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities Date shall not have been filed occurred on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement)[ ● ]. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]....................................................

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form of Ernst & Young Comfort Letter] Persons Required to Deliver Lock-Up Agreements SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX Significant Subsidiaries Subsidiary Jurisdiction Green Tree Servicing LLC Delaware Green Tree Licensing LLC Delaware Green Tree Advance Receivables II LLC Delaware Green Tree Investment Holdings II LLC Delaware Green Tree MH LLC Delaware Green Tree HE/HI LLC Delaware Green Tree CL LLC Delaware Green Tree Holding LLC Delaware Green Tree Investments LLC Delaware Green Tree Credit Solutions LLC Delaware GTCS Holdings LLC Delaware Green Tree Insurance Agency, Inc. Minnesota Mid-State Capital, LLC Delaware EXHIBIT A [Form of Lock-up Agreement] Up Agreement October [ ], 2012 Xxxxxx Investment Management Corp. 0000 Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxx, Xxxxxxx 00000 Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Eleven Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10010XX 00000-3629 Mxxxxx Sxxxxxx 0000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1000 Xxxxxxxx New YorkXxx Xxxxxx Xxxx Xxx Xxxx, NY 10036 XX 00000 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in an orderly market for the common stock, par value $0.01 per share (the “Securities”) of Xxxxxx Investment Management Corp., and any successor (by merger or otherwise) thereto (the “Company”) and convertible senior subordinated notes of the Company (the “Convertible Notes”) that will be convertible into cash, shares of Securities or a combination thereof, at the option of the Company, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Securities or securities convertible into or exchangeable or exercisable for any shares of Common StockSecurities, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesSecurities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC (the “Relevant Representatives”), except for transfers (A) as bona fide gifts, or to any charitable organization, family member, partnership or trust, provided that, in each case, (i) the transferee agrees to be bound in writing by terms of this Lock-Up Agreement prior to such transfer and (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer (other than a filing on behalf a Form 5 made after expiration of the UnderwritersLock-Up Period), (B) pursuant to the exercise of options to purchase shares of Securities, or the receipt of Securities upon the vesting of restricted stock awards or restricted stock units, in each case, pursuant to employee benefit plans, or (C) for the primary purpose of paying (i) the exercise price of such options or (ii) taxes (including estimated taxes) due as a result of the exercise of such options, with respect to a number of shares not to exceed 10,000 sold in the aggregate in either case, or (iii) taxes due as a result of the vesting of shares of Securities under such restricted stock awards or restricted stock units during the Lock-Up Period. In addition, the undersigned is permitted to sell or transfer [(x)] any Securities pursuant to Rule 10b5-1 trading plans as in effect on the date of this Lock-Up Agreement [and (y) up to 45,000 shares of Securities pursuant to Rule 10b5-1 trading plans to be entered into after the date of this Lock-Up Agreement to cover tax obligations]. [The undersigned is also permitted to sell or transfer up to [7,000] [50,000] shares of Securities in the aggregate.] The undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersRelevant Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stockthe Securities. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on and include the date 60 90 days after the public offering date set forth on the final prospectus used to sell the Securities Convertible Notes (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Relevant Representatives waive, in writing, such extension. Any Common Stock Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts Agreement. Any Securities acquired by the undersigned, (c) other bona fide gifts, provided that undersigned in the recipient thereof agrees in writing open market will not be subject to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up PeriodAgreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Public Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities Date shall not have been filed occurred on or before March December 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement)2012. This agreement Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]] XXXXXXX X-0 Form of Comfort Letter of Ernst & Young LLP EXHIBIT B-2 Form of Comfort Letter of XxXxxxxxx & Xxxxx LLP EXHIBIT C-1 Form of Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP EXHIBIT C-2 Form of Opinion of Xxxxxxx LLP EXHIBIT C-3 Form of Opinion of Minnesota Counsel EXHIBIT C-4 Form of Opinion of General Counsel EXHIBIT D Form of Chief Financial Officer’s Certificate EXHIBIT E Pricing Term Sheet Issuer Free Writing Prospectus Pricing Term Sheet Filed Pursuant to Rule 433 Dated October 17, 2012 Registration Statement No. 333-179013 Supplementing the Preliminary Prospectus Supplements dated October 15, 2012 (To Prospectus dated February 6, 2012) Xxxxxx Investment Management Corp. Concurrent Offerings of Common Stock, par value $0.01 per share (the “Common Stock Offering”) and 4.50% Convertible Senior Subordinated Notes due 2019 (the “Convertible Notes Offering”)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: NoneThe public offering price per share for the Offered Securities is variable and the Underwriter may offer the shares at market prices or at negotiated prices. SCHEDULE C [Form of Ernst & Young Comfort Letter] SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of New Media Holdings I LLC New Media Holdings II LLC Gatehouse Media, LLC GHM Intermediate Holdco, LLC GHM Holdco, LLC GHM Operating, LLC Local Media Group Holding LLC Local Media Group, Inc. Xxxxxxxx Acquisition, Inc. LMG Rhode Island Holdings, Inc. CA Massachusetts Holdings, Inc. Exhibit A-1 FORM OF MANAGER LOCK-UP AGREEMENT New Media Investment Group Inc. Lock-up Agreement] Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx Up Agreement November 17, 2016 Xxxxxx Xxxxxxx & Co. Incorporated As Representatives of the Several Underwriters to be party to the Underwriting LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: New Media Investment Group Inc. - Lock-Up Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear SirsLadies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by on behalf of the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 such agreement (collectively, the “Securities”"Underwriters"), with New Media Investment Group Inc., a Delaware corporation (the "Company"), providing for a public offering (the "Offering") of common stock, par value $0.01 per share, (the "Stock") of the Company (the "Shares") pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC"). As an inducement To the extent there are no additional Underwriters named in Schedule A thereto, all references to the Representatives and the Underwriters shall refer just to you, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. In consideration of the agreement by the Underwriters to execute offer and sell the Underwriting AgreementShares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that that, during the period specified in the following paragraph (the “"Stockholder Lock-Up Period”"), the undersigned will not offer, sell, contract to sell, pledge (other than pledges existing on the date of the Underwriting Agreement), grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, of any shares of common stock, par value $0.20 per share, Stock of the Company (the “Common Stock”) Company, or securities convertible into any options or exchangeable or exercisable for warrants to purchase any shares of Common Stock, enter into a transaction that would have Stock of the same effectCompany, or enter into any swapsecurities convertible into, hedge or exchangeable for or that represent the right to receive shares of Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other arrangement that transferstransaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, in whole sale or in part, grant of any right (including without limitation any put or call option) with respect to any of the economic consequences of ownership of the Common Stock Undersigned's Shares or such other securitieswith respect to any security that includes, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwiserelates to, or publicly disclose the intention to make derives any significant part of its value from such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common StockShares. The initial Stockholder Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on the date 60 for 45 days after the public offering date set forth on the final prospectus used to sell the Securities Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Common Stock received upon exercise Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares in the following cases (i) through (viii), provided that (1) with respect to clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) below (irrespective of options granted whether such transfer involves a disposition of value, to the undersigned will also be subject to extent permitted by this Lock-Up Agreement. This ), the Representative receives a signed Lock-Up Agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any transfer described under (i), (ii), (iv) or (v) below shall not apply to: involve a disposition for value, (a3) transactions relating such transfers described under (i) through (vi) below (irrespective of whether such transfer involves a disposition of value, to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales extent permitted by this Lock-Up Agreement) are not required to be reported or are voluntarily reported under with the Securities and Exchange Commission on Form 4 in accordance with Section 16(a) 16 of the Securities Exchange Act of 1934, as amended, during and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on Form 5 made after the expiration of the Stockholder Lock-Up Period) (irrespective of whether such transfer involves a disposition of value, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts the extent permitted by the undersigned, (c) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities shall not have been filed on or before March 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement). This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]):

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C [Form of Ernst & Young Comfort Letter] Persons Required to Deliver Lock-Up Agreements SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX Significant Subsidiaries Subsidiary Jurisdiction Green Tree Servicing LLC Delaware Green Tree Licensing LLC Delaware Green Tree Advance Receivables II LLC Delaware Green Tree Investment Holdings II LLC Delaware Green Tree MH LLC Delaware Green Tree HE/HI LLC Delaware Green Tree CL LLC Delaware Green Tree Holding LLC Delaware Green Tree Investments LLC Delaware Green Tree Credit Solutions LLC Delaware GTCS Holdings LLC Delaware Green Tree Insurance Agency, Inc. Minnesota Mid-State Capital, LLC Delaware EXHIBIT A [Form of Lock-up Agreement] Up Agreement October [ ], 2012 Xxxxxx Investment Management Corp. 0000 Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxx, Xxxxxxx 00000 Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Eleven Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10010XX 00000-3629 Mxxxxx Sxxxxxx 0000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1000 Xxxxxxxx New YorkXxx Xxxxxx Xxxx Xxx Xxxx, NY 10036 XX 00000 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADC Telecommunications, Inc., a Minnesota corporation (together with any successor (by merger or otherwise) thereto, the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in an orderly market for the common stock, par value $0.01 per share (the “Securities”) of Xxxxxx Investment Management Corp., and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Securities or securities convertible into or exchangeable or exercisable for any shares of Common StockSecurities, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesSecurities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC (the “Relevant Representatives”), except for transfers (A) as bona fide gifts, or to any charitable organization, family member, partnership or trust, provided that, in each case, (i) the transferee agrees to be bound in writing by terms of this Lock-Up Agreement prior to such transfer and (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer (other than a filing on behalf a Form 5 made after expiration of the UnderwritersLock-Up Period), (B) pursuant to the exercise of options to purchase shares of Securities, or the receipt of Securities upon the vesting of restricted stock awards or restricted stock units, in each case, pursuant to employee benefit plans, or (C) for the primary purpose of paying (i) the exercise price of such options or (ii) taxes (including estimated taxes) due as a result of the exercise of such options, with respect to a number of shares not to exceed 10,000 sold in the aggregate in either case, or (iii) taxes due as a result of the vesting of shares of Securities under such restricted stock awards or restricted stock units during the Lock-Up Period. In addition, the undersigned is permitted to sell or transfer [(x)] any Securities pursuant to Rule 10b5-1 trading plans as in effect on the date of this Lock-Up Agreement [and (y) up to 45,000 shares of Securities pursuant to Rule 10b5-1 trading plans to be entered into after the date of this Lock-Up Agreement to cover tax obligations]. [The undersigned is also permitted to sell or transfer up to [7,000] [50,000] shares of Securities in the aggregate.] The undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersRelevant Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stockthe Securities. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on and include the date 60 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Relevant Representatives waive, in writing, such extension. Any Common Stock Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Agreement shall not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering, so long as such transactions that are sales are not required to be reported or are voluntarily reported under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the Lock-Up Period, (b) bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts Agreement. Any Securities acquired by the undersigned, (c) other bona fide gifts, provided that undersigned in the recipient thereof agrees in writing open market will not be subject to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trust, provided the transferee agrees in writing to be bound by the terms of this Agreement prior to such transfer, (e) dispositions to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, provided the recipient agrees in writing to be bound by the terms of this Agreement; or (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Further, this Agreement shall in no way be interpreted to prohibit or in any way limit the undersigned from entering into a Rule 10b5-1 selling plan, provided that the undersigned does not sell or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule 10b5-1 selling plan during the Lock-Up PeriodAgreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Public Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities Date shall not have been filed occurred on or before March December 31, 2008 or (ii) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in the Underwriting Agreement)2012. This agreement Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of stockholder]] XXXXXXX X-0 Form of Comfort Letter of Ernst & Young LLP EXHIBIT B-2 Form of Comfort Letter of XxXxxxxxx & Xxxxx LLP EXHIBIT C-1 Form of Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP EXHIBIT C-2 Form of Opinion of Xxxxxxx LLP EXHIBIT C-3 Form of Opinion of Minnesota Counsel EXHIBIT C-4 Form of Opinion of General Counsel EXHIBIT D Form of Chief Financial Officer’s Certificate EXHIBIT E Pricing Term Sheet Issuer Free Writing Prospectus Pricing Term Sheet Filed Pursuant to Rule 433 Dated October 17, 2012 Registration Statement No. 333-179013 Supplementing the Preliminary Prospectus Supplements dated October 15, 2012 (To Prospectus dated February 6, 2012) Xxxxxx Investment Management Corp. Concurrent Offerings of Common Stock, par value $0.01 per share (the “Common Stock Offering”) and 4.50% Convertible Senior Subordinated Notes due 2019 (the “Convertible Notes Offering”)

Other Information Included in the General. Disclosure Package The following information is also included As to each investor in the General Disclosure Package: NoneOffered Securities, the price per share paid by such investor and the number of shares purchased by such investor. SCHEDULE C [Form E , 2011 Dice Holdings, Inc. 1040 Avenue of Ernst & Young Comfort Letter] SCHEDULE D [Form of Company Counsel Opinion] SCHEDULE E [Form of Officer’s Certificate] ANNEX A [Form of Lock-up Agreement] the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. Incorporated Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: As Representatives an inducement to the Underwriter to execute the Underwriting Agreement, pursuant to which an offering will be made of the Several Underwriters to be party to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Exxxxx Xxxxxxx Xxxxxx New York, NY 10010-3629 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx New York, NY 10036 Dear Sirs: The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) propose to enter into an Underwriting Agreement common stock (the “Underwriting AgreementSecurities”) with ADC Telecommunicationsof Dice Holdings, Inc., a Minnesota corporation (together with Inc. and any successor (by merger or otherwise) thereto, thereto (the “Company”), providing for the public offering (the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement, including Credit Suisse and Mxxxxx Sxxxxxx (the “Underwriters”), of Convertible Subordinated Notes due 2012 and Convertible Subordinated Notes due 2015 (collectively, the “Securities”). As an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”) Securities or securities convertible into or exchangeable or exercisable for any shares of Common StockSecurities, enter into a transaction that which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesSecurities, whether any such aforementioned transaction is to be settled by delivery of the Common Stock Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersSecurities (USA) LLC (“Credit Suisse”). In addition, the undersigned agrees that, without the prior written consent of Credit Suisse and Mxxxxx Sxxxxxx on behalf of the UnderwritersUnderwriter, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock Securities or any security convertible into or exercisable or exchangeable for Common Stockthe Securities, except as such demand or exercise will not require or permit any public filing or other public disclosure to be made in connection therewith until after the expiration of the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue through the close of trading on and include the date 60 75 days after the public offering date set forth on the final prospectus supplement used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Common Stock Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. This Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. The restrictions of this Agreement shall not apply to: to a transfer of Securities (ai) transactions relating to shares of Common Stock acquired in open market transactions after the completion any beneficiary of the Offeringundersigned pursuant to a will, so long as such transactions that are sales are not required to be reported other testamentary document or are voluntarily reported under Section 16(a) applicable laws of the Securities Exchange Act of 1934, as amended, during the Lock-Up Perioddescent, (bii) as a bona fide gifts to charities not in excess of an aggregate of 500 shares of Common Stock for all such gifts by the undersigned, gift or (ciii) other bona fide gifts, provided that the recipient thereof agrees in writing to be bound by the terms of this Agreement, (d) dispositions of Common Stock to a family member or to a trusttrust may be made, provided that, in each case, the transferee agrees in writing to be bound in writing by the terms of this Agreement prior to such transfertransfer and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required) and such transfer shall not involve a disposition for value (provided that in the case of transferees that are charitable organizations or trusts that receive Securities from General Atlantic or any of its affiliates (the “General Atlantic” entities), the lock-up agreements applicable to such entities will permit such transferees to collectively sell under rule 144 under the Securities Act of 1933 up to 55,000 shares of Securities, provided that no such sales are made during the first 7 days of the Lock-Up Period. In addition, notwithstanding the foregoing, (ei) dispositions if the undersigned is a corporation, partnership or limited liability company, such entity (and its transferees or distributees) may transfer or distribute the Securities to any beneficiary wholly-owned subsidiary of such entity or to the undersigned pursuant partners, members, stockholders or affiliates of such entity, or to a will charitable or other testamentary document or applicable laws of descentfamily trust, provided that the recipient transferee or distributee agrees in writing to be bound in writing by the terms of this Agreement; Agreement prior to such transfer and no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (f) other dispositions of Common Stock not in excess of an aggregate of 75,000 shares of Common Stock. Furtherthan a filing on a Form 5 made when required and, this Agreement shall in no way be interpreted to prohibit or in any way limit if the undersigned is a General Atlantic entity, a filing on Form 4 may be made by the undersigned during the Lock-Up Period in connection with a transfer from entering into the undersigned to [the general partners, managing members and estate planning vehicles of such managing members] if the undersigned provides written notice to the Underwriter at least three business days prior to such proposed transfer) and such transfer shall not involve a disposition for value and (ii) the undersigned may establish a Rule 10b5-1 selling plan, provided that the undersigned does not sell trading plan or otherwise dispose of Common Stock (whether in connection with the exercise of stock options or otherwise) pursuant to such Rule modify an existing 10b5-1 selling trading plan during the Lock-Up Period; provided that (a) no transactions thereunder are made until after expiration of the Lock-Up Period and (b) no public disclosure of such plan or modification shall be required or voluntarily made until after expiration of the Lock-Up Period. Notwithstanding the foregoing, this Agreement shall not apply to the sale of any Securities to the Underwriter pursuant to the Underwriting Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exercisable for Common Stock Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Underwriting Agreement between you and the Company relating to the Public Offering has not been executed and delivered and (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) the final prospectus used to sell the Securities Date shall not have been filed occurred on or before March 31June 1, 2008 2011 or (ii) for any reason, the Underwriting Agreement between you and earlier if the Company relating has provided written notice to the Offering is terminated prior undersigned that it has determined not to pursue the Closing Date (as defined in the Underwriting Agreement)offering. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, Name: , 2011 Dice Holdings, Inc. 1040 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: As an inducement to the Underwriter to execute the Underwriting Agreement, pursuant to which an offering will be made of the common stock (the “Securities”) of Dice Holdings, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the Underwriter, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities, except as such demand or exercise will not require or permit any public filing or other public disclosure to be made in connection therewith until after the expiration of the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 75 days after the public offering date set forth on the final prospectus supplement used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. The restrictions of this Agreement shall not apply to a transfer of Securities (i) to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, (ii) as a bona fide gift or (iii) to a family member or trust may be made, provided that, in each case, the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required) and such transfer shall not involve a disposition for value provided that in the case of transferees that are charitable organizations or trusts that receive Securities from Quadrangle Group LLC or any of its affiliates (the “Quadrangle” entities), the lock-up agreements applicable to such entities will permit such transferees to collectively sell under rule 144 under the Securities Act of 1933 up to 55,000 shares of Securities, provided that no such sales are made during the first 7 days of the Lock-Up Period. In addition, notwithstanding the foregoing, (i) if the undersigned is a corporation, partnership or limited liability company, such entity (and its transferees or distributees) may transfer or distribute the Securities to any wholly-owned subsidiary of such entity or to the partners, members, stockholders or affiliates of such entity, or to a charitable or family trust, provided that the transferee or distributee agrees to be bound in writing by the terms of this Agreement prior to such transfer and no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required and, if the undersigned is a Quadrangle entity, a filing on Form 4 may be made by the undersigned during the Lock-Up Period in connection with a transfer from the undersigned to [Name the general partners, managing members and estate planning vehicles of stockholder]such managing members] if the undersigned provides written notice to the Underwriter at least three business days prior to such proposed transfer) and such transfer shall not involve a disposition for value and (ii) the undersigned may establish a Rule 10b5-1 trading plan or modify an existing 10b5-1 trading plan during the Lock-Up Period; provided that (a) no transactions thereunder are made until after expiration of the Lock-Up Period and (b) no public disclosure of such plan or modification shall be required or voluntarily made until after expiration of the Lock-Up Period. Notwithstanding the foregoing, this Agreement shall not apply to the sale of any Securities to the Underwriter pursuant to the Underwriting Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before June 1, 2011 or earlier if the Company has provided written notice to the undersigned that it has determined not to pursue the offering. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, Name: SCHEDULE F Dice Inc. Delaware XxxxxxxxxXxxxx.xxx, Inc. Delaware eFinancialGroup Limited United Kingdom eFinancialCareers Limited United Kingdom Dice Career Solutions, Inc. Delaware MUP, Inc. Xxxxxxx Xxxx India Holdings, Inc. Delaware EW Knowledge Products, Inc. Florida Hay Holdings Limited British Virgin Islands eFinancial Careers Pte. Ltd. Singapore eFinancialCareers (Australia) Pty Limited Australia Targeted Job Fairs, Inc. Delaware eFinancialCareers Canada Inc. Nova Scotia Exhibit A Form of Opinion of Counsel for the Company Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as special counsel to Dice Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Underwriting Agreement (the “Underwriting Agreement”), dated as of , 2011, among the Underwriter named therein (the “Underwriter”), the selling stockholders named therein (the “Selling Stockholders”) and the Company, relating to the purchase today by the Underwriter of shares of the Company’s common stock, par value $0.01 per share (the “Shares”). This opinion is being furnished at the request of the Company as contemplated by Section 7(d) of the Underwriting Agreement. Capitalized terms used and not otherwise defined in this letter have the respective meanings given those terms in the Underwriting Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (File No. 333-165483) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement was filed on March 15, 2010, was amended on April 28, 2010 and May 14, 2010, and, we have been advised by the Commission that it was declared effective, as so amended, on May 18, 2010. In this opinion, the registration statement as amended at the date of the Underwriting Agreement, including the documents incorporated by reference therein and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B or Rule 430C under the Act, is hereinafter referred to as the “Registration Statement;” the basic prospectus (including the documents incorporated by reference therein) dated May 18, 2010 is hereinafter referred to as the “Basic Prospectus;” the Basic Prospectus, as supplemented by the preliminary prospectus supplement dated May __, 2011, including the documents incorporated by reference therein immediately prior to the Applicable Time, is hereinafter referred to as the “Preliminary Final Prospectus;” the Basic Prospectus, as supplemented by the final prospectus supplement dated May __, 2011, including the documents incorporated by reference therein is hereinafter referred to as the “Final Prospectus;” and the Preliminary Final Prospectus taken together with the information on Schedule D to the Underwriting Agreement is hereinafter referred to as the “General Disclosure Package.” We have been advised orally by the staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued and to our knowledge no proceedings for that purpose have been initiated or are pending or are threatened by the Commission. In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents: