Common use of Restriction on Sale of Securities by Company Clause in Contracts

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock or any securities convertible into or exchangeable or exercisable for any of its common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consent to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of each of the UnderwriterRepresentatives, other than the Shares to be sold hereunder, except grants of employee stock options, restricted stock units, restricted stock or other equity-based awards options pursuant to the terms of an employee benefit a plan or similar arrangement described in effect on the Registration Statementdate hereof, the General Disclosure Package and the Final Prospectus, any shares issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise of such options or vesting the exercise of options, restricted any other employee stock units, warrants or equity awards or vesting of previously issued awards under options outstanding on the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) date hereof and the filing by the Company of any registration statement with the Commission on Form form S-8 designed relating to register or replace an employee benefit or similar arrangement described the offering of stock pursuant to the terms of a plan in effect on the Registration Statement, the General Disclosure Package and the Final Prospectusdate hereof. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing.; 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 materials news or material event, as applicable, unless each of the Representatives waives, in writing, such extension. The Company will provide each of the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The abovementioned restrictions on sale of securities by the Company will not apply to the issuance by the Company of shares of common stock or any security convertible into shares of common stock in connection with a bona fide merger or acquisition transaction; provided that the aggregate number of shares issued in these transactions shall not exceed 5% of the Offered Securities and that any recipient of these shares executes a copy of the lock-up agreement referred to in Section 7(h) hereof substantially in the form attached hereto as Exhibit C.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock or any securities convertible into or exchangeable or exercisable for any of its common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterUnderwriters, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter Underwriters consent to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares Credit Suisse. The foregoing sentence shall not apply to be sold hereunder, (a) grants of employee stock options, restricted stock units, restricted stock or other equity-based awards options pursuant to the terms of an a plan in effect on the date hereof, (b) issuances of Lock-Up Securities pursuant to the exercise of such options, (c) the exercise of any other employee benefit plan stock options outstanding on the date hereof or similar arrangement described in (d) the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock issuance of the Company issued upon the exercise or vesting of optionsCompany’s common stock, restricted stock unitspar value $0.01 per share, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of pursuant to that certain Sales Agreement, by and between the Company and its subsidiaries described in Xxxxxxx Xxxxxxx, a division of IFS Securities, Inc., as sales manager, dated December 6, 2017; provided that no issuances and sales pursuant to clause (d) may be made until 30 days after the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectusdate hereof. The initial Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, issue, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than except (a) the Shares Securities to be sold hereunder, (b) grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to securities of the Company authorized for issuance as of the date hereof and in accordance with the terms of an employee benefit plan or similar arrangement any equity compensation plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”c) and the filing of any a registration statement on Form S-8 designed with respect to register or replace an employee benefit or similar arrangement equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (d) any issuance of Securities necessary to effectuate the Conversion or the stock split, in each case as described in the General Disclosure Package and Final Prospectus, (e) issuances of Lock-Up Securities pursuant to the exercise of options outstanding on the date hereof and disclosed in the General Disclosure Package and Final Prospectus and (f) issuances of Lock-Up Securities as full or partial consideration for one or more acquisitions, mergers, or other joint ventures or other strategic transactions involving the Company or any subsidiary of the Company; provided that in the case of this clause (f), (x) such aggregate issuances shall not be greater than 10% of the total outstanding Securities immediately following the initial closing hereunder, (y) the recipients of such Lock-Up Securities agree to be bound by a lock-up letter in the form executed by directors and officers pursuant to Section 7(i) hereof and (z) in any public announcement regarding the consideration for the such transaction the Company shall refer to the lock-up agreement. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing; 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 Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase purchase, or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares Representatives. These restrictions in this Section 5(m) shall not apply to be sold hereunder, (A) grants of employee stock optionsrestricted shares, restricted stock units, restricted stock share options or other equity-based awards pursuant to equity grants in accordance with the terms of an employee benefit incentive plan or similar arrangement existing on the Closing Date and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares (B) the issuance of Stock of the Company issued Securities upon the exercise of an option or vesting warrant or the conversion of options, restricted stock units, warrants or equity awards or vesting of previously issued awards a security granted under an incentive plan existing on the stock-based compensation plans of the Company Closing Date and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus and the exercise of such grants thereof; and (the “Company Stock Plans”C) and the filing of any a registration statement on Form S-8 designed relating to register or replace the offering of Securities in accordance with the terms of an employee benefit or similar arrangement incentive plan existing on the Closing Date and described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The ; and (D) the registration of Securities pursuant to the terms of registration rights granted prior to the Company’s initial Lock-Up Period will commence public offering and existing on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consent to in writingClosing Date.

Restriction on Sale of Securities by Company. For the period specified below (the “"Lock-Up Period”"), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that the Underwriter consent consents to in writing. Anything herein to the contrary notwithstanding, the foregoing obligations set forth in this paragraph will not apply to the offer, sale, issuance or disposal by the Company of the Securities pursuant to this Agreement or any other Securities of the Company, or any securities convertible into or exchangeable for any of its Securities, pursuant to any equity compensation plan described in the Registration Statement or the Time of Sale Disclosure Package.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except, in each case, (A) the Underwriter, other than the Shares Securities to be sold hereunder, (B) grants of employee stock options, restricted stock units, units or performance-based restricted stock or other equity-based awards units authorized for issuance pursuant to the terms of an employee benefit a plan or similar arrangement described in effect on the Registration Statement, date hereof and disclosed in the General Disclosure Package and the Final Prospectus, any shares (C) issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise or of such options and the vesting and settlement of options, restricted stock units and performance-based restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement a Registration Statement on Form S-8 designed in connection therewith or (D) issuances of Lock-Up Securities pursuant to register or replace an the exercise of any other employee benefit or similar arrangement described stock options outstanding on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing; 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 Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Ordinary Shares or ADSs, or any securities convertible into or exchangeable or exercisable for any of its common stock Ordinary Shares or ADSs (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than Representative. The foregoing restrictions shall not apply to (i) the issuance of Ordinary Shares to be sold represented by the Offered Securities and the sale of the Offered Securities hereunder, (ii) the grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit the Company’s existing share incentive plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares issuance of Stock Ordinary Shares upon exercise of the Company issued upon the exercise options or vesting of optionsrestricted shares that have been previously granted and are outstanding on the date hereof, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”iii) and the filing of any a registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in connection with the Registration Statement, registration of Ordinary Shares issuable under the General Disclosure Package and the Final ProspectusCompany’s existing share incentive plan. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter consent Representative consents to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than except, in each case, (A) the Shares Securities to be sold hereunder, (B) grants of employee or director stock options, restricted stock unitsunits (“RSUs”) or performance stock units (“PSUs”) authorized for issuance as of the date hereof, restricted stock or other equity-based awards pursuant to the terms of an employee benefit a plan or similar arrangement described in effect on the Registration Statement, date hereof and disclosed in the General Disclosure Package and the Final Prospectus, any shares (C) issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise of such options and the filing of a Registration Statement on Form S-8 in connection therewith or vesting (D) issuances of Lock-Up Securities pursuant to the exercise of any other employee or director stock options, restricted stock units, warrants RSUs or equity awards or vesting of previously issued awards under PSUs outstanding on the stock-based compensation plans of the Company date hereof and its subsidiaries described disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or (E) the “Company Stock Plans”) and the filing transfer of any registration statement on Form S-8 designed certain employee stock options not to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectusexceed 10,000 shares upon exercise. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consent consents to in writing; provided, however, that, in the event the Company ceases to be an Emerging Growth Company, 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 Underwriter waives, in writing, such extension. The Company will provide the Underwriter with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that the Underwriter consent consents to in writing. Anything herein to the contrary notwithstanding, the foregoing obligations set forth in this paragraph will not apply to the offer, sale, issuance or disposal by the Company of the Securities pursuant to this Agreement or any other Securities of the Company, or any securities convertible into or exchangeable for any of its Securities, pursuant to any equity compensation plan described in the Registration Statement or the Time of Sale Disclosure Package.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than except the Shares sale of Securities pursuant to be sold hereunder, Section 3 hereof and except grants of employee stock options, restricted stock units, restricted stock or other equity-based awards options pursuant to the terms of an employee benefit a plan or similar arrangement in effect on the date hereof and described in the Registration StatementGeneral Disclosure Package or pursuant to the incentive plan described in the General Disclosure Package that the Company expects to adopt, the exercise of any other employee stock options outstanding on the date hereof and described in the General Disclosure Package and the Final Prospectus, any award of 286,320 shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries Securities to Xxxxxxx Xxxxx as described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or until such earlier date that (i) the Underwriter Representatives consent to in writing or (ii) this Agreement is terminated prior to payment and delivery of the Securities to be sold hereunder; 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 Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder, grants except (a) issuances of employee stock options, restricted stock units, restricted stock or other equityLock-based awards Up Securities pursuant to the terms conversion or exchange of an employee benefit plan convertible or similar arrangement exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the prospectus, (b) the filing of a Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or Statement on Form S-8 relating to equity awards issued or vesting of previously issued awards under the stock-based compensation issuable pursuant to plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (and grants of employee stock options or other equity grants pursuant to the “Company Stock Plans”) terms of a plan in effect on the date hereof and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, prospectus or (c) issuances of Lock-Up Securities pursuant to the General Disclosure Package and exercise of options or other equity grants described in clause (b) or the Final Prospectusexercise of any other employee stock options or other equity grants outstanding on the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing. The Company further agrees that it will not release any security holder from, or waive any provision of, any lock-up or similar agreement between the Company and any security holder without the prior written consent of the Representatives on behalf of the Underwriters.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such actionaction referred to in clauses (i) through (v), without the prior written consent of the UnderwriterRepresentatives; provided, other than however, that the Shares to be sold hereunder, grants of employee Company may (A) grant employees stock options, restricted stock units, restricted stock options or other equity-based awards pursuant to the terms of an employee benefit a plan or similar arrangement described disclosed in the Registration Statement, the General Disclosure Package and in effect on the Final Prospectusdate hereof, any shares of Stock of the Company issued upon (B) issue Lock-Up Securities pursuant to the exercise of such option or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stockother equity-based compensation plans of the Company and its subsidiaries described in the Registration Statementawards, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”C) and the filing of file any registration statement on Form S-8 designed or a successor form thereto relating to register or replace an employee benefit or similar arrangement described the issuance of Lock-up Securities pursuant to the terms of a plan disclosed in the Registration Statement, the General Disclosure Package which plan is in effect on the date hereof, (D) issue Lock-up Securities in connection with a joint venture or any other strategic transaction or any acquisition by the Company of the securities, business, property or other assets of another entity, provided that (1) the aggregate number of Securities issued pursuant to clause (D) shall not exceed 5% of the total number of outstanding Securities immediately following the First Closing Date and (2) any recipient of such Securities issued pursuant to clauses (B) and (D) hereof shall execute and deliver to the Final ProspectusRepresentatives a lock-up letter in the same form as those described in Section 7(v) hereof concurrently with or prior to the issuance of such Securities by the Company and (E) issue the Offered Securities pursuant to this Agreement. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock or any securities convertible into or exchangeable or exercisable for any of its common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that the Underwriter consent to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except (a) the Underwriter, other than sale by the Shares to be sold Company of the Offered Securities hereunder, (b) issuance of Lock-Up Securities pursuant to the exercise by directors, employees or consultants (or their estates or other permitted successors in interest) of stock options or other equity awards outstanding on the date hereof, (c) grants of employee stock options, restricted stock units, restricted stock or other equity-based equity awards pursuant to the terms of an employee benefit a plan in effect on the date hereof covering directors, employees or similar arrangement described in consultants, and (d) the Registration Statement, the General Disclosure Package and the Final Prospectus, any issuance of shares of Stock Securities or other rights to acquire Securities that the Company may issue in connection with acquisitions, provided that the aggregate number of shares of Securities so issued, or issuable upon exercise, exchange or conversion of any rights to acquire Securities, under clause (d) shall not exceed 5% of the Company issued upon outstanding Securities on the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectusdate hereof. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than except for (A) the Shares Offered Securities pursuant to be sold hereunderthis Agreement, grants (B) issuances of employee stock options, restricted stock units, restricted stock or other equityLock-based awards Up Securities pursuant to the terms conversion or exchange of an employee benefit plan convertible or similar arrangement exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares (C) grants of Stock of the Company issued upon the exercise or vesting of employee stock options, stock awards, restricted stock unitsor other equity awards, warrants or equity awards or vesting pursuant to the terms of previously issued awards under a plan in effect on the stock-based compensation plans of the Company date hereof and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus Prospectus, (D) the “issuance of Lockup Securities upon the exercise or vesting of such awards and issuances of options pursuant to the Company’s deferred compensation plan disclosed and described in the General Disclosure Package and the Final Prospectus, provided that any Lock-Up Securities received on such exercise or vesting is not transferrable during the Lock-Up Period, (E) the entry into an agreement providing for the issuance by the Company Stock Plans”of Lock-Up Securities in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Lock-Up Securities pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of Lock-Up Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 10% of the total number of Securities outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such Lock-Up Securities shall enter into the Lock-Up letter referred to in Section 7(i), or (F) the filing of any registration statement on Form S-8 designed relating to register securities granted or replace an employee benefit or similar arrangement to be granted pursuant to any plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or until such earlier date that the Underwriter Representatives consent to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Xxxxxxx, Xxxxx & Co. except (a) issuances of Lock-Up Securities pursuant to the Underwriterconversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, other than in each case outstanding on the Shares to be sold hereunderdate hereof, (b) grants of employee stock options, restricted stock units, restricted stock or other equity-based awards options pursuant to the terms of an employee benefit a plan in effect on the date hereof and that is disclosed or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares or (c) issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise or vesting of such options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter consent Xxxxxxx, Sachs & Co. consents to in writing; 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 Xxxxxxx, Xxxxx & Co. waives, in writing, such extension. The Company will provide Xxxxxxx, Sachs & Co. with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than except for (A) the Shares Offered Securities pursuant to be sold hereunderthis Agreement, grants (B) issuances of employee stock options, restricted stock units, restricted stock or other equityLock-based awards Up Securities pursuant to the terms conversion or exchange of an employee benefit plan convertible or similar arrangement exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares (C) grants of Stock of the Company issued upon the exercise or vesting of employee stock options, stock awards, restricted stock unitsor other equity awards, warrants or equity awards or vesting pursuant to the terms of previously issued awards under a plan in effect on the stock-based compensation plans of the Company date hereof and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus Prospectus, (D) the “issuance of Lockup Securities upon the exercise or vesting of such awards and issuances of options pursuant to the Company’s deferred compensation plan disclosed and described in the General Disclosure Package and the Final Prospectus, provided that any Lock-Up Securities received on such exercise or vesting is not transferrable during the Lock-Up Period, (E) the entry into an agreement providing for the issuance by the Company Stock Plans”of Lock-Up Securities in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Lock-Up Securities pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of Lock-Up Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 10% of the total number of Securities outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such Lock-Up Securities shall enter into the Lock-Up letter referred to in Section 7(i), or (F) the filing of any registration statement on Form S-8 designed relating to register securities granted or replace an employee benefit or similar arrangement to be granted pursuant to any plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or until such earlier date that the Underwriter Representatives consent to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package Credit Suisse Securities (USA) LLC and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. Deutsche Bank Securities Inc. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. consent to in writing; 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 materials news or material event, as applicable, unless Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. waive, in writing, such extension. The Company will provide Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except issuances of Lock-Up Securities pursuant to the Underwriterconversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, other than in each case outstanding on the Shares to be sold hereunderdate hereof and described in the General Disclosure Package, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards options pursuant to the terms of an employee benefit a plan in effect on the date hereof or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise of such options; provided that such Lock-Up Securities do not vest or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under are not transferable during the stockLock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final ProspectusUp Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing; 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 materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, other than (A) any concurrent registration statement relating to the registration of shares of Common Stock with the Commission that are traded on the AIM Market of the London Stock Exchange as of the date of this Agreement, or (B) a registration statement on Form S-8, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except issuances of Lock-Up Securities pursuant to the Underwriterconversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, other than in each case outstanding on the Shares to be sold hereunderdate hereof and as described in the General Disclosure Package and Prospectus, grants of employee stock options, options and restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit a plan or similar arrangement in effect on the date hereof and as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares Prospectus and issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise or vesting of such options, restricted stock units, warrants or equity awards or vesting . The previous sentence will not apply to the offer and sale of previously issued awards under Offered Securities pursuant to the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectusoffering contemplated by this Agreement. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing; 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 Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase purchase, or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder, grants of employee stock options, restricted stock units, restricted stock or other equity-based awards pursuant to the terms of an employee benefit plan or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final ProspectusRepresentatives. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing; 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 Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. These restrictions in this Section 5(l) shall not apply to (v) the sale of Securities to the Underwriters; (w) the issuance of Securities pursuant to the terms of the Plan of Reorganization as described in the General Disclosure Package; (x) the issuance of units of Kosmos Energy Holdings prior to the Closing Date as described in the General Disclosure Package; (y) grants of restricted shares, restricted share units or share options in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package, and the exercise of such grants thereof; and (z) the repurchase by the Company of one common share of the Company which was originally issued to Pembroke Company Limited in connection with the incorporation of the Company under the laws of Bermuda.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentative, other than except, in each case, (A) the Shares Securities to be sold hereunder, (B) grants of employee stock options, restricted stock units, restricted stock or other equity-based awards compensation authorized for issuance as of the date hereof, pursuant to the terms of an employee benefit a plan or similar arrangement described in effect on the Registration Statement, date hereof and disclosed in the General Disclosure Package and the Final Prospectus, any shares or (C) issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise of such options (provided that such securities do not vest or vesting become exercisable during the Lock-Up Period) or the exercise of options, restricted any other employee stock units, warrants or equity awards or vesting of previously issued awards under options outstanding on the stock-based compensation plans of the Company date hereof and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter consent Representative consents to in writing; 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 materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder, except grants of employee stock options, restricted stock units, restricted stock or other equity-based awards options pursuant to the terms of an a plan in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee benefit plan or similar arrangement described stock options outstanding on the date hereof and the Private Securities sold by the Company in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final ProspectusPrivate Placement. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing; 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 materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Common Stock or any securities convertible into or exchangeable or exercisable for any of its common stock Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or 1934 Act, (v) file with the Commission a registration statement under the 1933 Act relating to Lock-Up Securities, Securities (other than registration statements on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package or registration statements for issuances under clause (d) below) or (vi) publicly disclose the intention to take any such actionaction described in clauses (i) through (v), without the prior written consent of Credit Suisse Securities (USA) LLC, except (a) issuance and sale of the UnderwriterShares, other than (b) issuances of Lock-Up Securities pursuant to the Shares to be sold hereunderconversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the General Disclosure Package and the Final Prospectus, (c) grants of employee stock options, restricted stock units, restricted stock or options and other equity-based awards pursuant to the terms of an employee benefit a plan or similar arrangement in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such options or upon settlement of such awards or (d) issuance of any shares of Common Stock or any securities convertible into or exchangeable for, or that represent the right to receive, shares of Common Stock issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company issued upon in connection with any such acquisition, or any announcement relating to such transaction, provided that in the exercise case of clause (d), the aggregate number of shares that the Company may sell or vesting of options, restricted stock units, warrants issue or equity awards agree to sell or vesting of previously issued awards under the stock-based compensation plans issue pursuant to clause (d) shall not exceed 5.0% of the Company total number of shares of Common Stock issued and its subsidiaries described in outstanding immediately following the Registration Statement, completion of the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectustransactions contemplated by this Agreement. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse Securities (USA) LLC consents to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterCredit Suisse Securities (USA) LLC and Xxxxxxxxx LLC, other than except that the Shares to be sold hereunder, grants of employee Company may (1) grant stock options, restricted stock units, restricted shares of common stock or other equity-based awards equity grants to employees or eligible consultants, in each case pursuant to the terms of an employee benefit plan the Company’s equity incentive plans existing as of the First Closing Date and disclosed in the General Disclosure Package and Final Prospectus, (2) issue Lock-Up Securities pursuant to the exercise of such options or similar arrangement equity grants, or the exercise (including net exercise) of warrants to purchase Securities or the conversion of other convertible securities outstanding on the First Closing Date and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consent to in writing.3)

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except, in each case, (A) the Underwriter, other than the Shares Securities to be sold hereunder, (B) grants of employee stock options, restricted stock units, units or performance-based restricted stock or other equity-based awards units authorized for issuance pursuant to the terms of an employee benefit a plan or similar arrangement described in effect on the Registration Statement, date hereof and disclosed in the General Disclosure Package and the Final Prospectus, any shares (C) issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise or of such options and the vesting and settlement of options, restricted stock units and performance-based restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement a Registration Statement on Form S-8 designed in connection therewith or (D) issuances of Lock-Up Securities pursuant to register or replace an the exercise of any other employee benefit or similar arrangement described stock options outstanding on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing; 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 Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than except for (i) the Shares issuances of Lock-Up Securities pursuant to be sold hereunderthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, grants in each case outstanding on the date hereof, (ii) the grant by the Company of employee stock options, stock appreciation rights, restricted stock unitsstock, restricted stock units or other equitystock-based awards pursuant to the terms of an employee benefit plan or similar arrangement Company’s 2009 Equity Incentive Plan as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”iii) and the filing of any registration statement on Form S-8 designed with respect to register the Company’s 2009 Equity Incentive Plan or replace an employee benefit or similar arrangement restricted stock agreements entered into in connection with the Conversion as described in the Registration Statement, Final Prospectus and (iv) in the manner contemplated in the General Disclosure Package and Package, the Final Prospectusissuance of Lock-Up Securities in the Conversion. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing; 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 materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentatives, other than except issuances of Lock-Up Securities pursuant to the Shares to be sold hereunderconversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and as described in the General Disclosure Package and the Final Prospectus, grants of employee stock options, restricted stock unitsawards, restricted phantom stock or awards and other equity-based incentive awards pursuant to the terms of an employee benefit a plan or similar arrangement in effect on the date hereof and as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any shares of Stock of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (and issuances of Lock-Up Securities pursuant to the “Company Stock Plans”) and the filing exercise of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final Prospectussuch options. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Underwriter Representatives consent to in writing; 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 Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (other than on Form S-8), or publicly disclose the intention to take any such action, without the prior written consent of the UnderwriterRepresentative; except, other than the Shares with respect to be sold hereundereach of clauses (i) through (v), for (A) grants of employee stock options, restricted stock units, restricted stock options or other equity-based awards pursuant to the terms of an employee benefit a plan or similar arrangement described disclosed in the Registration Statement, the General Disclosure Package and Package, (B) issuances of Lock-Up Securities pursuant to the Final Prospectusexercise of such options or other equity-based awards, any shares (C) issuances of Stock Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises) or the exercise of options outstanding on the date hereof, or (D) the issuance of the Company issued upon the exercise or vesting of options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the stock-based compensation plans of the Company and its subsidiaries described in the Registration Statement, the General Disclosure Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final ProspectusOffered Securities. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Underwriter consent Representative consents to in writing.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its common stock Securities or any securities convertible into or exchangeable or exercisable for any of its common stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case without the prior written consent of Credit Suisse, except (i) issuances of Lock-Up Securities pursuant to the Underwriterexercise, other than the Shares to be sold hereundervesting or settlement of warrants, grants of employee stock options, restricted stock units, restricted stock units or other equity-based equity awards outstanding on the date hereof or granted pursuant to the terms of an employee benefit a plan or similar arrangement in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus (provided that any shares of Stock of the Company issued upon the exercise or vesting of stock options, restricted stock units, warrants units or other equity awards granted on or vesting of previously issued awards under after the stock-based compensation plans date of the completion of this offering will not vest or become exercisable during the Lock-Up Period) or (ii) the issuance of Lock-up Securities in connection with a joint venture or any other strategic transaction or any acquisitions by the Company of the securities, business property or other assets of another entity, provided that (a) the aggregate number of Securities issued pursuant to this clause (ii) shall not exceed 10% of the total number of outstanding Securities immediately following the First Closing Date and its subsidiaries described (b) any recipient of such Securities issued pursuant to this clause (ii) shall execute and deliver to Credit Suisse a lock-up letter in the Registration Statement, same form as those obtained pursuant to Section 7(g) hereof concurrently with or prior to the General Disclosure Package and issuance of such Securities by the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or replace an employee benefit or similar arrangement described in the Registration Statement, the General Disclosure Package and the Final ProspectusCompany. The initial Lock-Up Period will commence on the date hereof and continue for 60 end on the later of (i) January 6, 2014 and (ii) 90 days after the date hereof or such earlier date that the Underwriter consent Credit Suisse consents to in writing; provided, however, that in the event the Company ceases to be an Emerging Growth Company prior to the occurrence of any of the events described below and either (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 the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse waives, in writing, such an extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.