Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseAlexander Capital, except issuances of Lock-Up Securities pursuant to the conversion of convertible securities or the exercise of warrants or options, in each case outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless Alexander Capital waives, in writing, such extension. The Company will provide the Shelf Registration Statement Placement Agent with notice of any announcement described above that gives rise to an extension of the Lock-Up Period. The Company and other transactions contemplated by Alexander Capital shall not waive compliance with this paragraph (k) during the Registration Rights Agreement and (y) a filing by 90 day period commencing on the Company date hereof without the consent of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) majority of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause Company’s shareholders voting at a meeting held for the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitiespurpose thereof.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseTxxxxx Wxxxxx, except that the Company is permitted to make (x) such filings or public disclosures with respect for issuances of Lock-Up Securities pursuant to the Exchange Securities and/or Offered Securities conversion of convertible securities, options or warrants outstanding on the date hereof and except grants of employee stock options outstanding as of the date hereof pursuant to the terms of a plan in connection with effect on the date hereof and the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 related to such employee stock options and issuances of Lock-Up Securities pursuant to the exercise of such options, in each case, as described in the General Disclosure Package. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or any amendments such earlier date that Txxxxx Wxxxxx 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 supplements theretomaterial news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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 Txxxxx Wxxxxx waives, in writing, such extension. Neither the The Company nor the Guarantors will at provide Txxxxx Wxxxxx with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither none of the Company nor the Guarantors Partnership Entities will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors Partnership Entities and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that the Company Partnership is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company Partnership of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, ; provided further, than that no sales under any such shelf registration statement shall be permitted during this 90-day periodperiod with respect to such dollar-denominated debt securities. Neither None of the Company nor the Guarantors Partnership Entities will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except . The Lock-Up Period will commence on the date hereof and continue for one hundred eighty (180) days after the date hereof or such earlier date that Credit Suisse consents to in writing. The restrictions contained in the preceding paragraph shall not apply to (a) the Offered Securities to be issued or sold hereunder; (b) the issuance by the Company is permitted to make (x) such filings of Common Shares upon the exercise of an option or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement warrant or the consummation conversion of a security outstanding on the Exchange Offer, date hereof or described in the Shelf Registration Statement General Disclosure Package and other transactions contemplated the Final Prospectus; (c) the issuance by the Registration Rights Agreement Company of any options or warrants pursuant to any employee equity incentive plan or share ownership plan existing on the date hereof or described in the General Disclosure Package and the Final Prospectus; (yd) a the filing by the Company of a shelf registration statement with the Commission on Form S-3, S-8 in respect of any shares issued under or the grant of any award pursuant to an employee equity incentive plan or share ownership plan existing on the date hereof or described in the General Disclosure Package and the Final Prospectus; (e) the transfer of Common Shares or any amendments securities convertible into or supplements theretoexchangeable for Common Shares pursuant to a bona fide third-party tender offer, under merger, consolidation or other similar transaction that is approved by the Securities Actboard of directors of the Company, which registration statement may include any dollar-denominated debt and other securitiesmade to all holders of Common Shares, involving a Change of Control (as defined below) after the completion of the offering of the Offered Securities, provided furtherthat in the event that the tender offer, than no sales under merger, consolidation or other such transaction is not completed, the Common Shares or any such shelf registration statement securities convertible into or exchangeable for Common Shares shall be permitted during this 90-day period. Neither remain subject to the Company nor restrictions contained in the Guarantors will at preceding paragraph; or (f) the sale or issuance of or entry into an agreement to sell or issue Common Shares or securities convertible into or exercisable for Common Shares in connection with any time directly or indirectly, take any action referred to in clauses (i) through mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) joint ventures, (iv) strategic alliances, commercial relationships or other collaborations, (v) the assumption of employee benefit plans in connection with mergers or acquisitions, or (vi) the preceding sentence filing of a Registration Statement with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act foregoing; provided that the aggregate number of Common Shares or securities convertible into or exercisable for Common Shares (on an as-converted or as-exercised basis, as the safe harbor case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (f) shall not exceed 10% of Regulation S thereunder the total number of Common Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for share splits, share dividends and other similar events after the date hereof); and provided further that each recipient of Common Shares or securities convertible into or exercisable for Common Stock pursuant to cease this clause (f) shall, on or prior to be applicable such issuance, execute a lock-up letter in substantially the form of Exhibit B hereto with respect to the offer and sale remaining portion of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Common Stock (“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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives; provided, except however, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted to issue Common Stock pursuant to the Company’s Dividend Reinvestment and Share Purchase Plan during this 90Lock-Up 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 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 periodperiod 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. Neither The Company will provide the Company nor the Guarantors will at Representatives with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except that (A) the Company is permitted to make Offered Securities, (xB) such filings grants of employee stock options or public disclosures with respect other rights pursuant to the Exchange terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package, and authorized for issuance thereunder as of the date hereof, and issuances of Lock-Up Securities and/or Offered pursuant to the exercise of such options, (C) Securities issued upon the exercise, conversion or exchange of other exercisable, convertible or exchangeable Securities outstanding as of the date of this Agreement, (D) Securities in connection with one or more acquisitions of, or joint ventures with, another company or pursuant to an equipment leasing arrangement or debt financing up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Statutory Prospectus and the Offered Securities, (E) in connection with a forward or reverse stock split and (F) the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf any registration statement on Form S-3S-8 relating to the offering of Lock-Up Securities described in the foregoing clause (A). The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that 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 any amendments material news or supplements theretoa material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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. Neither the The Company nor the Guarantors will at provide Credit Suisse with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of the 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 or confidentially submit to the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that (1) the Company is permitted to make (x) such filings or public disclosures with respect sale of Securities to the Exchange Underwriters as contemplated by this Agreement, (2) issuances of Lock-Up Securities and/or Offered pursuant to the conversion, exchange or redemption of convertible, exchangeable or redeemable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (3) grants of employee stock options or other compensatory awards pursuant to the terms of a plan in effect on the date hereof or otherwise described in the General Disclosure Package and the Final Prospectus or issuances of Lock-Up Securities in connection with pursuant to the exercise or vesting of such options or other compensatory awards (4) the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus or (5) issuances of Lock-Up Securities as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any amendments other manner of any business, properties, assets or supplements theretopersons, under in one transaction or a series of related transactions or the Securities Act, which filing of a registration statement may include any dollarrelating to such Lock-denominated debt and other securitiesUp Securities, provided further, that (x) no more than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) an aggregate of 10% of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) number of shares of the Securities Act or Company’s capital stock outstanding immediately after the safe harbor of Regulation S thereunder to cease to be applicable to the offer issuance and sale of the Offered SecuritiesSecurities pursuant to this Agreement are issued and (y) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(k) for the remaining term of the Lock-Up Period. The Company shall not make a public announcement or make any public filing with the Commission in connection with the actions described in clause (1) above without prior consent of the Representatives. Further, if the Company is required to file a registration statement with the Commission in connection with an action described in clauses (1) and (5) above, the Company shall provide the Representatives with notice of such filing at least three business days prior to such filing. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in writing.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of of, directly or indirectly, any Lock-Up Securities or securities convertible into or exchangeable or exercisable for any Lock-Up Securities, or enter into a transaction which would have the same effect, (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 arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in whether any such aforementioned transaction is to be settled by delivery of such Lock-Up Securities within Securities, in cash or otherwise, or publicly disclose the meaning of Section 16 intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Exchange Act Designated Underwriter or (viii) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseX.X. Xxxxxxxxx + Co., LLC, except the Company may (A) issue the Offered Securities; (B) issue Securities pursuant to the exercise of options or other equity awards and grant options to purchase Securities or other equity awards, in each case pursuant to the terms of a plan approved by the board of directors of the Company; (C) file with the Commission one or more registration statements on Form S-8 registering the Securities issuable under equity compensation plans approved by the board of directors of the Company or (D) issue Lock-Up Securities to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that no more than an aggregate of 10% of the number of shares of Securities outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and provided further, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered recipients receiving Securities in connection with such acquisitions agree in writing with the filing Representatives to the restrictions in Exhibit A hereto and represent to the Representatives that they have not transferred to one another in whole or in part, any economic consequence of the Exchange Offer Registration Statement or ownership of such shares of Securities prior to the consummation of such acquisition. The initial Lock-Up Period will commence on the Exchange Offerdate hereof and continue for 180 days after the date of the commencement of the public offering of the Offered Securities or such earlier date that the Designated Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) Company releases earnings results or material news or a filing by material event relating to the Company occurs or (2) prior to the expiration of a shelf registration statement on Form S-3the initial Lock-Up Period, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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 Designated Underwriter waives, in writing, such extension. Neither The Company will provide the Company nor the Guarantors will at Designated Underwriter with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a The Company will not, without (a) giving the Manager at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (b) the Manager suspending activity under this program for such period of 90 days after the date hereof, neither time as requested by the Company nor or as deemed appropriate by the Guarantors willManager in light of the proposed sale, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of 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 Act, or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Manager, except that the Company is permitted restrictions in this Section shall not apply to make (xi) such filings or public disclosures with respect the Shares to be sold hereunder, (ii) the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of shares of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a shelf registration statement security or upon the vesting of a compensatory award, in each case outstanding on Form S-3the date hereof, (iii) grants of awards under the Company’s incentive plans or the sale of shares of Lock-Up Securities pursuant to Rule 10b5-1 trading plans, each as in existence on the date hereof, (iv) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities, provided that such plan does not provide for the transfer of Lock-Up Securities during the 90 day restricted period, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) with the prior written consent of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesManager.

Restriction on Sale of Securities. (A) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except except: (I) the Securities to be sold hereunder, (II) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the date hereof and described in the Registration Statement, General Disclosure Package and Final Prospectus; provided that the Company is permitted shall have caused each recipient of such Lock-Up Securities to make have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (III) grants of employee stock options or other equity awards pursuant to the terms of an equity compensation plan as described in the General Disclosure Package and the Final Prospectus, provided that such Lock-up Securities either do not vest or are not transferable except in accordance with the provisions of a lock-up agreement, substantially in the form of Exhibit A hereto, during the Lock-Up Period, (IV) the filing of a registration statement on Form S-8 with respect to an equity compensation plan described in the General Disclosure Package and (V) 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 (V), (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing aggregate issuances shall not be greater than 10% of the Exchange Offer Registration Statement or total outstanding Securities immediately following the consummation of the Exchange Offerinitial closing hereunder, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) the recipients of such Lock-Up Securities agree to be bound by a filing by lock-up agreement, substantially in the form of Exhibit A hereto and (z) the Company of a shelf registration statement shall refer to such lock-up agreement in any public announcement regarding the consideration for such transaction. The initial Lock-Up Period will commence on Form S-3, the date hereof and continue for 180 days after the date hereof or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred earlier date that Credit Suisse consents to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. (i) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except (I) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof; provided that the Company is permitted shall have caused each recipient of such Lock-Up Securities to make (x) such filings or public disclosures with respect have executed and delivered to the Exchange Representatives a lock-up agreement, substantially in the form of Exhibit B hereto prior to such conversion, exchange or exercise, (II) grants of employee stock options pursuant to the terms of a plan as described in the General Disclosure Package; provided that, prior to such grants, to the extent that any such options will become vested during the Lock-Up Period, the Company shall cause each recipient of such grant to execute and deliver a lock-up agreement substantially in the form of Exhibit B hereto, or issuances of Lock-Up Securities and/or Offered pursuant to the exercise of such options, or (III) issuances of Lock-Up Securities in connection with pursuant to a bona fide merger, consolidation or other similar transaction, provided that the filing aggregate number of shares of Common Stock that the Company may issue pursuant to this clause (III) shall not exceed 5% of the Exchange Offer Registration Statement or total number of shares of Common Stock issued and outstanding immediately following the consummation completion of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights this Agreement and (y) a filing by provided further that the Company shall cause each recipient of such Lock-Up Securities to execute and deliver to the Representatives, on or prior to such issuance, a shelf registration statement lock-up agreement, substantially in the form of Exhibit B hereto. The Lock-Up Period will commence on Form S-3, the date hereof and continue for 180 days after the date hereof or any amendments or supplements thereto, under until such earlier date that the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseAlexander Capital, except issuances of Lock-Up Securities pursuant to the conversion of convertible securities or the exercise of warrants or options, in each case outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless Alexander Capital waives, in writing, such extension. The Company will provide the Shelf Registration Statement Placement Agent with notice of any announcement described above that gives rise to an extension of the Lock-Up Period. The Company and other transactions contemplated by Alexander Capital shall not waive compliance with this paragraph (k) during the Registration Rights Agreement and (y) a filing by 180 day period commencing on the Company date hereof without the consent of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) majority of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause Company’s shareholders voting at a meeting held for the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitiespurpose thereof.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof, neither “Lock-Up Period”) the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options or issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date of the commencement of the public offering of the Offered Securities or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterial news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the 90-day period of 90 days after immediately following the date hereofhereof (the “Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by of the Company or substantially similar to the Guarantors and having a maturity of more than one year from Offered Securities, the date of issue Company’s common stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 Securities Act (except for a registration statement on Form S-8 with respect to plans in effect on the date hereof and disclosed in the General Disclosure Package) relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except provided, however, that the foregoing shall not apply to (A) the issuance and sale of the Securities under this Agreement or the issuance of the Underlying Shares, (B) the grant of options or other equity-based awards for common stock pursuant to employee benefit plans (including, without limitation, any stock option, stock bonus, stock purchase or other stock plan or arrangement) existing on the date of this Agreement and disclosed in the General Disclosure Package, (C) the issuance by the Company is permitted of shares of its common stock upon the exercise of an option or warrant in the ordinary course of business or the conversion of a security outstanding on the date of this Agreement or issued in accordance with clause (B), or (D) the issuance by the Company of shares of its common stock, or options or warrants to make (x) such filings purchase shares of its common stock, in exchange for the assets of, or public disclosures with respect to the Exchange Securities and/or Offered Securities a controlling equity interest in, another entity in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing acquisition by the Company of a shelf registration statement on Form S-3such entity, or any amendments or supplements theretoprovided, under the Securities Actwith respect to (D), which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses that (i) through no such issuance shall take place prior to the date that is 30 days after the date hereof, and (vii) prior to the issuance of the preceding sentence with respect to any securities under circumstances where such offershares, saleoptions or warrants, pledgeeach recipient of such shares, contract options or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease warrants enters into a lock-up agreement to be applicable agreed to by the Representatives that is substantially similar to the offer and sale of the Offered Securitieslock-up agreement attached as Annex A hereto.

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than that no sales under any such shelf registration statement shall be permitted during this 90-day periodperiod with respect to such dollar-denominated debt securities. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a period of 90 days after The Selling Stockholder agrees during the date Lock-Up Period (as defined in Section 5(a)(viii) hereof, neither and including any extension thereof) that the Company nor the Guarantors willSelling Stockholder will not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Selling Stockholder’s 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, or (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 (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Act, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives. This paragraph (ii) shall not apply to (A) the conversion or exchange of convertible or exercisable securities or the exercise of warrants or options, except provided that any Lock-Up Securities received upon the exercise of options or upon conversion or exchange of any other security shall be subject to this paragraph (ii), (B) any Lock-Up Securities acquired by the Selling Stockholder in the open market or (C) a transfer by the Selling Stockholder to a family member or trust, provided that the Company is permitted transferee agrees to make be bound in writing by the terms of this paragraph (xii) prior to such filings transfer and no filing by any party (donor, donee, transferor or public disclosures with respect to transferee) under the Exchange Securities and/or Offered Securities Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the filing expiration of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollarLock-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesUp Period).

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For During a period of 90 180 days after from the date hereofof the Prospectus, neither the Company nor will not, without the Guarantors willprior written consent of BofA, (x)(i) directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securitiescontract to purchase, (ii) offer, sell, issue, purchase any option or contract to sell, contract to purchase or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of any Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants, or any securities convertible into, or exercisable, or exchangeable for, Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants or Working Capital Warrants (together, “Lock-Up Securities, ”) or file or confidentially submit any registration statement under the 1933 Act with respect to any Lock-Up Securities or (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (ivi) 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 (vii) file with the Commission a registration statement under the Securities Act relating above is to be settled by delivery of Lock-Up Securities or publicly disclose other securities, in cash or otherwise, or (y)(i) release the intention to take Sponsor or any such action, without the prior written consent officer or director of Credit Suisse, except that the Company is permitted to make or any of their respective transferees from the 180-day lock-up contained in the Insider Letter or amend such provision, (xii) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing release any of the Exchange Offer Registration Statement BlackRock Investors or any of their respective transferees from the consummation of 180-day lock-up contained in the Exchange OfferBlackRock Subscription Agreements or amend such provisions, the Shelf Registration Statement and other transactions contemplated by or (iii) release any party to the Registration Rights Agreement and from the lock-up provisions contained in the Registration Rights Agreement or amend such provisions. Clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (vx) of the preceding foregoing sentence with respect shall not apply to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause (A) the exemption afforded by Section 4(a)(2) of Initial Securities and the Option Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to sold hereunder, (B) the offer issuance and sale of the Offered SecuritiesPrivate Placement Warrants and any Working Capital Warrants, (C) the issuance and sale of the BlackRock Founder Shares, and the redemption of a corresponding number of Sponsor Founder Shares, (D) registration of the resale of securities under the 1933 Act pursuant to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement or (D) issuance of securities in connection with a Business Combination.

Restriction on Sale of Securities. For a During each period commencing on the date of 90 days each Time of Acceptance and ending after the date hereofclose of business on the Settlement Date for the related transaction in which the Manager is acting as sales agent, neither without the prior written consent of the Manager, the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity shares of more than one year from the date of issue Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities Common Stock (“Lock-Up Securities”): (i1) offer, sell, issue, contract to sell, issue, hypothecate, pledge or otherwise dispose of of, or purchase any option or contract to sell, Lock-Up Securities, (ii2) offer, sell, issue, contract to sell, contract to purchase sell or grant any option, right right, warrant or warrant contract to purchase Lock-Up Securities, (iii3) 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, (iv4) 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 (v5) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or in each case publicly disclose the intention to take any such action. Notwithstanding the foregoing, without the prior written consent of Credit Suisse, except that the Company is permitted may (i) offer, sell, issue and register the Shares to make (x) such filings be offered and sold through or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with Manager or Alternative Agent pursuant to the filing of the Exchange Offer Registration Statement Distribution Agreements, any Transaction Notice or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and any Terms Agreement; (yii) file a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, S-8 relating to Common Stock that may be issued pursuant to equity plans described in the Company’s reports filed with the Commission; and (iii) issue securities under the Securities ActCompany’s equity compensation plans described in the Company’s reports filed with the Commission under the Exchange Act and incorporated into the General Disclosure Package and the Prospectus. In the event that notice of a proposed sale is provided by the Company, the Manager may suspend activity under this program for such period of time as may be requested by the Company or as may be deemed appropriate by the Manager. Any lock-up provisions relating to a transaction in which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement the Manager acts as principal shall be permitted during this 90-day period. Neither set forth in the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesTerms Agreement.

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseJPMorgan, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of 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 1934 Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseLeerink Xxxxx, except that (a) the Company is permitted Securities to make be sold hereunder, (xb) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of shares of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a shelf registration statement security outstanding on Form S-3the date hereof of which the Representative has been advised in writing or (c) the issuance of stock options and other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to stock incentive plans of the Company described in the Registration Statement, the General Disclosure Package or any amendments or supplements thereto, under the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for forty-five (45) days after the date of the commencement of the public offering of the Securities Actor such earlier date that Leerink Xxxxx consents to in writing. Notwithstanding the foregoing, which registration statement may include any dollarif (A) during the last 17 days of the initial 45-denominated debt and other securitiesday Lock-Up Period, provided furtherthe Company issues an earnings release or material news or a material event relating to the Company occurs; or (B) prior to the expiration of the initial 45-day Lock-Up Period, than no sales under any such shelf registration statement shall be permitted the Company announces that it will release earnings results during this 90the 16-day period beginning on the last day of the 45-day period. Neither , the Company nor Lock-Up Period shall continue until the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) expiration of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause 18-day period beginning on the exemption afforded by Section 4(a)(2) issuance of the Securities Act earnings release or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale occurrence of the Offered Securitiesmaterial news or material event. The Company shall promptly notify the Representative of any earnings release, news or event that may give rise to an extension of the initial 45-day Lock-Up Period.

Restriction on Sale of Securities. (a) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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, swap or hedge with respect to the Securities 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 Securities Act relating to Lock-Up Securities (other than any registration statement on Form S-8), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, the Representatives except that the Company is permitted to make (xA) such filings grants of employee stock options or public disclosures with respect other awards pursuant to the Exchange terms of a plan in effect on the date hereof, (B) issuances of Lock-Up Securities and/or Offered pursuant to the exercise of options outstanding on the date hereof or options granted in accordance with (A) above and (C) the issuance of Lock-Up Securities as consideration for or otherwise in connection with the filing acquisitions of the Exchange Offer Registration Statement securities or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing assets by the Company of a shelf in transactions exempt from registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act; provided, which registration statement may include any dollarthat each recipient of such Lock-denominated debt Up Securities delivers its written agreement, in form reasonably satisfactory to the Representatives, to be bound by the terms and other securitiesprovisions of this Section 6. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the public offering date set forth on the Final Prospectus or such earlier date that the Representatives consent to in writing; provided, provided furtherthat if (1) during the last 17 days of the initial Lock-Up Period, than no sales under any such shelf registration statement shall be permitted 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 this 90the 16-day periodperiod 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. Neither The Company will provide the Company nor the Guarantors will at Representatives with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after The Company will not (i) offer, pledge, announce the date hereofintention to sell, neither the Company nor the Guarantors willsell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, take or file with the Commission a registration statement under the Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued Securities or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up shares of the Securities”): (i) , or publicly disclose the intention to make any offer, sellsale, issuepledge, contract to selldisposition or filing, 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 swap or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securitiesthe Securities or any such other securities, whether any such transaction described in clause (ivi) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning (ii) above is to be settled by delivery of Section 16 shares of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such actionother securities, in cash or otherwise, without the prior written consent of Credit SuisseSuisse Securities (USA) LLC, except that Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, for a period beginning on the Company is permitted to make date hereof and ending 60 days after the date of the Final Prospectus (xthe “Lock-Up Period”), other than (A) such filings or public disclosures with respect any Offered Securities issued and sold pursuant to the Exchange terms hereof or Securities and/or Offered issued pursuant to the terms of the Purchase Contract and Pledge Agreement, including, without limitation, issuing shares of the Securities in connection with any early settlement right at the election of holders of Purchase Contracts (as defined in such Purchase Contract and Pledge Agreement) or any “fundamental change early settlement right” upon the occurrence of a “fundamental change” (each as defined in such Purchase Contract and Pledge Agreement), (B) issuing the Other Securities, (C) any shares of the Securities issued upon the exercise of options previously granted or delivered upon the lapsing of restrictions on restricted stock units or other equity awards under any incentive plan, (D) grants of restricted stock, stock options, performance shares, phantom stock or other equity awards pursuant to the Company’s incentive plans, (E) offers and sales of Securities pursuant to the Company’s dividend reinvestment and direct stock purchase plan, retirement savings plan and non-qualified deferred compensation plan, (F) the filing of any registration statement under the Exchange Offer Registration Statement Act on Form S-8 or Form S-3 with respect to any such plan and (G) the consummation issuance of up to an aggregate of 10% of the Exchange Offer, number of Securities to be outstanding immediately following the Shelf Registration Statement completion of the transactions contemplated by this Agreement and other the transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease underwriting agreement to be applicable to entered into for the offer and sale of the Offered SecuritiesOther Securities in connection with one or more acquisitions by the Company of the assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise; provided that each recipient of Securities pursuant to this clause (G) shall, on or prior to such issuance, execute a lock-up letter in substantially the form of Exhibit C-2 hereto with respect to the remaining portion of the Lock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): its securities: (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securitiesits securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securitiesits 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 Securitiesits securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities its securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities its securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse; provided, except however, that notwithstanding the foregoing restrictions, the Company is permitted to make may (xi) such filings or public disclosures with respect to issue and sell the Exchange Sponsors’ Warrants and Co-Investment Units as described in the Registration Statement, (ii) issue and sell the Optional Securities and/or Offered Securities on the exercise of the option as provided for in Section 3 hereof, (iii) issue Warrants and Common Stock in connection with the filing separate trading of the Exchange Offer Registration Statement Warrants and Common Stock underlying the Units, and (iv) issue its securities in connection with a Business Combination. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that 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 consummation occurrence of the Exchange Offermaterials news or material event, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseSuisse and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), except for the offer and sale of Lock-Up Securities pursuant to this Agreement, issuances of Lock-Up Securities pursuant to the conversion of convertible securities outstanding on the date hereof or exercise of warrants outstanding on the date hereof, grants of employee stock options, restricted stock units or other equity-based awards pursuant to the terms of a plan or similar arrangement in effect on the date hereof, sales or issuances of Lock-Up Securities required or directed by any governmental or regulatory authority, or issuances of Lock-Up Securities pursuant to the exercise of such options, restricted stock units or equity awards. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that Credit Suisse and Xxxxxxx Xxxxx consent to in writing provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, the Shelf Registration Statement as applicable, unless Credit Suisse and other transactions contemplated by the Registration Rights Agreement Xxxxxxx Xxxxx waives, in writing, such extension. The Company will provide Credit Suisse and Xxxxxxx Xxxxx with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or Lock-Up Period. For the safe harbor avoidance of Regulation S thereunder to cease to be applicable doubt, the foregoing restrictions in this Section 5(k) shall not apply to the offer and sale of the Offered SecuritiesBank acting in its various fiduciary capacities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of of, directly or indirectly, any Lock-Up Securities or securities convertible into or exchangeable or exercisable for any Lock-Up Securities, or enter into a transaction which would have the same effect, (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 arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in whether any such aforementioned transaction is to be settled by delivery of such Lock-Up Securities within Securities, in cash or otherwise, or publicly disclose the meaning of Section 16 intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Exchange Act Designated Underwriter or (viii) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseSuisse Securities (USA) LLC, except the Company may (A) issue the Offered Securities; (B) issue Securities pursuant to the exercise of options or other equity awards and grant options to purchase Securities or other equity awards, in each case pursuant to the terms of a plan approved by the board of directors of the Company; (C) file with the Commission one or more registration statements on Form S-8 registering the Securities issuable under equity compensation plans approved by the board of directors of the Company or (D) issue Lock-Up Securities to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that no more than an aggregate of 10% of the number of shares of Securities outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and provided further, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered recipients receiving Securities in connection with such acquisitions agree in writing with the filing Representatives to the restrictions in Exhibit A hereto and represent to the Representatives that they have not transferred to one another in whole or in part, any economic consequence of the Exchange Offer Registration Statement or ownership of such shares of Securities prior to the consummation of such acquisition. The initial Lock-Up Period will commence on the Exchange Offerdate hereof and continue for 180 days after the date of the commencement of the public offering of the Offered Securities or such earlier date that the Designated Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) Company releases earnings results or material news or a filing by material event relating to the Company occurs or (2) prior to the expiration of a shelf registration statement on Form S-3the initial Lock-Up Period, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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 Designated Underwriter waives, in writing, such extension. Neither The Company will provide the Company nor the Guarantors will at Designated Underwriter with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereofhereof (“Lock-Up Period”), neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by exchanges of Holdings’ 2.875% Senior Convertible Notes due 2027 for debt securities of the Company or any Guarantor convertible into equity securities or (z) filing with the Commission of a an equity or universal shelf registration statement on Form S-3, or any amendments or supplements thereto, an appropriate form under the Securities Act; provided, which registration statement may include any dollarhowever, that no Lock-denominated debt and other securities, provided further, than no sales Up Securities registered under any such shelf registration statement shall may be permitted offered or sold during this 90the Lock-day periodUp Period. Neither the Company nor the Guarantors any Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except (a) for the offer and sale of Lock-Up Securities pursuant to this Agreement, (b) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (c) grants of employee stock options, restricted stock units or other equity based awards pursuant to the terms of a plan or similar arrangement in effect on the date hereof, (d) issuances of Lock-Up Securities pursuant to the exercise of such options, restricted stock units or equity awards (e) sales or issuances of Lock-Up Securities required or directed by any governmental or regulatory authority or (f) those non-plan stock options to be granted to non-employee directors subsequent to shareholder approval. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of 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 1934 Act or (v) file with the Commission a registration statement under the Securities 1933 Act (other than a registration statement on Form S-8) relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that (a) the Company is permitted Securities to make be sold hereunder, (xb) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of shares of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a shelf registration statement security outstanding on Form S-3the date hereof and referred to in the Prospectus and of which the Representatives have been advised in writing or (c) the issuance of stock options and other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to stock incentive plans of the Company described in the Registration Statement, the General Disclosure Package or any amendments or supplements thereto, under the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date of the commencement of the public offering of the Securities Actor such earlier date that the Representatives consent to in writing. Notwithstanding the foregoing, which registration statement may include any dollarif (A) during the last 17 days of the initial 90-denominated debt and other securitiesday Lock-Up Period, provided furtherthe Company issues an earnings release or material news or a material event relating to the Company occurs; or (B) prior to the expiration of the initial 90-day Lock-Up Period, than no sales under any such shelf registration statement shall be permitted the Company announces that it will release earnings results during this the 16-day period beginning on the last day of the 90-day period. Neither , the Lock-Up Period shall continue until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company nor published or distributed by any underwriter during the Guarantors will at any time directly 15 days before or indirectly, take any action referred to in clauses (i) through (v) after the last day of the preceding sentence with respect Lock-Up Period (before giving effect to such extension). The Company shall promptly notify the Representatives of any securities under circumstances where such offerearnings release, sale, pledge, contract news or disposition would cause the exemption afforded by Section 4(a)(2) event that may give rise to an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitiesinitial 90-day Lock-Up Period.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereofhereof (the “Lock-Up Period”), neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-dollar denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of Credit Suissethe Representative; provided however, except that such restrictions will not apply to (t) issuances of Lock-Up Securities pursuant to the Company is permitted exchange offers contemplated under the Registration Rights Agreements, (u) grants of employee stock options pursuant to make the terms of a plan in effect on the date hereof, (v) employee deferred compensation plans in effect on the date hereof, (w) employee deferred cash plans in effect on the date hereof, (x) any securitization, structured financing, factoring or sales transaction involving accounts receivable or other rights to receive payment, (y) issuances of Lock-Up Securities pursuant to the exercise of such filings options or public disclosures the exercise of any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities pursuant to the Company’s or such Guarantor’s dividend reinvestment plan and (z) the Offered Securities. The Representative hereby provides any written consent that may be required with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale offering of the Offered SecuritiesSecurities as contemplated hereby under Section 5(c) of that certain Underwriting Agreement dated as of July 9, 2012 among the parties.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of 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 1934 Act or (v) file with the Commission a registration statement under the Securities 1933 Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseJMP, except that (a) the Company is permitted Securities to make be sold hereunder, (xb) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of shares of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a shelf registration statement security outstanding on Form S-3the date hereof which have been described in the Registration Statement, the General Disclosure Package and the Prospectus, (c) the issuance by the Company of shares of Lock-Up Securities upon the conversion of the Preferred Stock outstanding on the date hereof, which have been described in the Registration Statement, the General Disclosure Package and the Prospectus or any amendments (d) the issuance of stock options and other stock-based awards (or supplements theretothe issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to stock incentive plans of the Company described in the Registration Statement, under the General Disclosure Package or the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for ninety (90) days after the date of the commencement of the public offering of the Securities Actor such earlier date that the Representative consents to in writing. Notwithstanding the foregoing, which registration statement may include any dollarif (A) during the last 17 days of the initial 90-denominated debt and other securitiesday Lock-Up Period, provided furtherthe Company issues an earnings release or material news or a material event relating to the Company occurs; or (B) prior to the expiration of the initial 90-day Lock-Up Period, than no sales under any such shelf registration statement shall be permitted the Company announces that it will release earnings results during this the 16-day period beginning on the last day of the 90-day period. Neither , the Company nor Lock-Up Period shall continue until the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) expiration of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause 18-day period beginning on the exemption afforded by Section 4(a)(2) issuance of the Securities Act earnings release or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale occurrence of the Offered Securitiesmaterial news or material event. The Company shall promptly notify the Representative of any earnings release, news or event that may give rise to an extension of the initial 90-day Lock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that grants of employee stock options, restricted stock or restricted stock units pursuant to the Company is permitted terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, issuances of Lock-Up Securities pursuant to make (x) the exercise of such filings options, the exercise or public disclosures vesting, as applicable, of any other employee stock options, restricted stock or restricted stock units outstanding on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, or the filing of a registration statement on Form S-8 or any successor form thereto with respect to the Exchange Securities and/or Offered Securities registration of securities to be offered to the Company’s “employees” (as that term is used in connection with the filing Form S-8) under any employee benefit or equity incentive plans of the Exchange Offer Registration Statement Company described in the General Disclosure Package and the Final Prospectus. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consents to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities except pursuant to that certain Common Stock Purchase Agreement by and between the Company and Aspire Capital Fund LLC, dated as of November 14, 2013, (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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except that the Company is permitted Representative. The restrictions set forth in this Section (k) shall not apply to make (xA) such filings or public disclosures with respect the sale of Offered Securities to the Exchange Underwriters; (B) the issuance of restricted Securities and/or Offered or options to acquire Securities pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans, as such plans are in connection with existence on the filing date hereof and described in the Pricing Disclosure Package and Final Prospectus, (C) the issuance of Securities pursuant to valid exercises of options, warrants or rights outstanding on the Exchange Offer Registration Statement or date hereof, (D) the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of any Securities or securities convertible into or exchangeable for Securities as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the dates of this Agreement; provided that each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k); or (E) the purchase or sale of the Company’s securities pursuant to a shelf registration statement plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on Form S-3the date hereof and continue for 60 days after the date hereof or such earlier date that the 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 any amendments material news or supplements theretoa material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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. Neither The Company will provide the Company nor the Guarantors will at Representative with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act Lock-Up Period. If the Representative, in its sole discretion, agrees to release or waive the safe harbor of Regulation S thereunder to cease to be applicable to restrictions during the offer and sale Lock-Up Period for an officer or director of the Offered SecuritiesCompany and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.

Restriction on Sale of Securities. For During a period of 90 60 days after from the date hereofof the Prospectus, neither the Company nor will not, without the Guarantors willprior written consent of Citigroup and Evercore, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offer, pledge, sell, issuecontract to sell (including any short sale), sell any option or contract to purchase, purchase any option or 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 or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, including depository receipts of the Company (collectively, the “Lock-Up Securities, ”) or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, other than (a) the Securities to be sold hereunder, (ivb) establish the grant of options or increase other equity-based awards pursuant to the terms of a put equivalent position plan disclosed in the Registration Statement, or liquidate the issuance of any Ordinary Shares upon the exercise of such options or decrease a call equivalent position in Lockother equity-Up Securities based awards, provided that the recipient of such options or other equity-based awards (to the extent that such options or other equity-based awards shall vest within the meaning of Section 16 period ending 60 days after the date of the Exchange Act Prospectus) or such Ordinary Shares shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such options, equity-based awards or Ordinary Shares unless such recipient has previously executed such agreement, (vc) file with the Commission a registration statement under the Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 or a successor form thereto solely with respect to the Company’s benefit plans disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or a “universal shelf” registration on Form F-3 or a successor form thereto in replacement of the Registration Statement pursuant to which the Securities herein are being sold, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act, for the repurchase of Ordinary Shares, provided that such plan does not provide for the repurchase of Ordinary Shares during the 60-day restricted period and no public announcement or filing under the 1934 Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company or any other person, (e) the issuance of preferred shares pursuant to the exercise of the protective call option that was granted to Stichting Continuity ProQR Therapeutics on September 23, 2014 in accordance with its terms, or any amendments or supplements thereto, under the (f) Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred issued in an amount not to in clauses exceed five percent (i) through (v5%) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause total number of outstanding Ordinary Shares immediately following the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer issuance and sale of the Offered SecuritiesUnderwritten Shares pursuant hereto.

Restriction on Sale of Securities. For a period of 90 days after the date hereofThe Company covenants and agrees that it will not offer, neither the Company nor the Guarantors willsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, take or file with the SEC a registration statement or amendment to a registration statement under the Securities Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued its common stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offershares of its common stock, 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take make any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract disposition or disposition would cause filing for a period of 45 days after the exemption afforded by Section 4(a)(2) date of this Agreement, directly or indirectly, otherwise than hereunder or with the prior written consent of the Securities Act or Representatives; provided, that this provision will not restrict the safe harbor of Regulation S thereunder to cease to be applicable Company from (i) issuances pursuant to the offer exercise of options outstanding on the date hereof, (ii) grants of employee stock options, restricted stock, restricted stock units, stock-settled stock appreciation rights and sale other securities issuances pursuant to the terms of a plan in effect on the date hereof, (iii) issuances pursuant to the exercise or vesting of such options, restricted stock units, stock-settled stock appreciation rights or other such securities, (iv) issuances to our employees under the terms of the Offered Securitiesemployee stock purchase plan in effect on the date hereof, (v) issuances pursuant to the Issuer’s 401(k) plan, (vi) issuances to directors pursuant to the incentive plan in effect on the date hereof, (vii) the filing of registration statements on form S-8 and amendments thereto in connection with those securities and plans, (viii) the filing of amendments to the Company’s currently effective shelf registration statement and a new universal shelf registration statement, (ix) issuances pursuant to the exercise or conversion of the Company’s convertible notes, (x) issuances of shares underlying warrants pursuant to the Land Agreement described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, (xi) entering into Rule 10b5-1 trading plans prior to the expiration of the Lock-up Agreements described in Exhibit A but having an effective date for the first sales under such plans after the expiration of such Lock-up Agreements and (xii) the taking of any of the foregoing actions in connection with the issuance of shares or other securities as consideration for acquisitions or in the issuance of securities in private placements by the Issuer.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): its securities: (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securitiesits securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securitiesits 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 Securitiesits securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities its securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities its securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Underwriter; provided, except however, that notwithstanding the foregoing restrictions, the Company is permitted to make may (xi) such filings or public disclosures with respect to issue and sell the Exchange Sponsor Warrants as described in the Registration Statement, (ii) issue and sell the Optional Securities and/or Offered Securities on the exercise of the option as provided for in Section 3 hereof, (iii) issue Warrants and Common Stock in connection with the filing separate trading of the Exchange Offer Registration Statement Warrants and Common Stock underlying the Units, and (iv) issue its securities in connection with a Business Combination. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Underwriter 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 consummation occurrence of the Exchange Offermaterial news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Underwriter waives, in writing, such extension. The Company will provide the Registration Rights Agreement and Underwriter with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”) and except as disclosed in the General Disclosure Package, neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseNxxxxxx, except pursuant to existing contractual rights and obligations and issuances of Lock-Up Securities pursuant to the conversion of convertible securities or the exercise of warrants or options, in each case outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date of the commencement of the public offering of the Units or such earlier date that Nxxxxxx consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Placement Agent waives, in writing, such extension. The Company will provide the Registration Rights Agreement and Placement Agent with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereofThe Company covenants and agrees that it will not offer, neither the Company nor the Guarantors willsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, take or file with the SEC a registration statement or amendment to a registration statement under the Securities Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued its common stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offershares of its common stock, 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take make any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract disposition or disposition would cause filing for a period of 45 days after the exemption afforded by Section 4(a)(2date of this Agreement, directly or indirectly, otherwise than hereunder or with the prior written consent of Credit Suisse Securities (USA) LLC; provided, that this provision will not restrict the Company from (i) issuances pursuant to the exercise of options outstanding on the date hereof, (ii) grants of employee stock options, restricted stock, restricted stock units, stock-settled stock appreciation rights and other securities issuances pursuant to the terms of a plan in effect on the date hereof, (iii) issuances pursuant to the exercise or vesting of such options, restricted stock units, stock-settled stock appreciation rights or other such securities, (iv) issuances to our employees under the terms of the Securities Act or employee stock purchase plan in effect on the safe harbor of Regulation S thereunder to cease to be applicable date hereof, (v) issuances pursuant to the offer Issuer’s 401(k) plan, (vi) issuances to directors pursuant to the incentive plan in effect on the date hereof, (vii) the filing of registration statements on form S-8 and sale amendments thereto in connection with those securities and plans, (viii) the filing of amendments to the Company’s currently effective shelf registration statement and a new universal shelf registration statement, (ix) issuances pursuant to the exercise or conversion of the Offered SecuritiesCompany’s convertible notes, (x) entering into Rule 10b5-1 trading plans prior to the expiration of the Lock-up Agreements described in Exhibit A but having an effective date for the first sales under such plans after the expiration of such Lock-up Agreements and (xi) the taking of any of the foregoing actions in connection with the issuance of shares or other securities as consideration for acquisitions or in the issuance of securities in private placements by the Issuer.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Manager Lock-Up Period”), neither the Company nor the Guarantors willManager will not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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) cause the Company to file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except the Representatives. The initial Manager Lock-Up Period will commence on the date hereof and continue for 365 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Manager Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement initial Manager 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 Manager Lock-Up Period, then in each case the Manager 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesManager Lock-Up Period.

Restriction on Sale of Securities. For During a period of 90 days after from the date hereofof the Prospectus, neither the Company nor will not, without the Guarantors willprior written consent of the Representative, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offer, pledge, sell, issuecontract to sell (including any short sale), sell any option or contract to purchase, purchase any option or 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 or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, including depository receipts of the Company (collectively, the “Lock-Up Securities, ”) or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, other than (a) the Securities to be sold hereunder or pursuant to that certain Securities Subscription Agreement, dated on or about the date hereof, between the Company and the parties thereto (and solely to the extent that such sales are disclosed in the Prospectus), (ivb) establish the grant of options or increase other equity-based awards pursuant to the terms of a put equivalent position plan disclosed in the Registration Statement, or liquidate the issuance of any Ordinary Shares upon the exercise of such options or decrease a call equivalent position in Lockother equity-Up Securities based awards, provided that the recipient of such options or other equity-based awards (to the extent that such options or other equity-based awards shall vest within the meaning of Section 16 period ending 90 days after the date of the Exchange Act Prospectus) or such Ordinary Shares shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such options, equity-based awards or Ordinary Shares unless such recipient has previously executed such agreement, (vc) file with the Commission a registration statement under the Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 or a successor form thereto solely with respect to the Company’s benefit plans disclosed in the Registration Statement, or any amendments or supplements theretothe General Disclosure Package and the Prospectus, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities 1934 Act, which registration statement may include any dollar-denominated debt and other securitiesfor the repurchase of Ordinary Shares, provided further, than no sales under any that such shelf registration statement shall be permitted plan does not provide for the repurchase of Ordinary Shares during this the 90-day period. Neither restricted period and no public announcement or filing under the 1934 Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company nor or any other person, (e) the Guarantors will at any time directly or indirectly, take any action referred issuance of preferred shares pursuant to in clauses (i) through (v) the exercise of the preceding sentence protective call option that was granted to Stichting Continuity ProQR Therapeutics on September 23, 2014 in accordance with respect its terms, (f) Securities issued pursuant to any securities under circumstances where such offer, sale, pledge, contract acquisitions or disposition would cause the exemption afforded strategic transactions approved by Section 4(a)(2) a majority of the Securities Act disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the safe harbor filing of Regulation S thereunder any registration statement in connection therewith during the 90-day restricted period, and provided that any such issuance shall only be to cease to be applicable a person (or to the offer and sale equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Offered SecuritiesCompany and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (g) solely in the event that the total gross proceeds of the Offering and any registered direct offering by the Company concurrent with the Offering is less than $20,000,000, any drawdown after January 1, 2018 of the Company’s existing as of the date hereof “at-the-market” sales program but only in the event that the sale price of such shares is higher than the public offering price as listed in Schedule A hereto.

Restriction on Sale of Securities. For a period of 90 days after During the date hereofLock-Up Period (as defined below), neither the Company Guarantor nor the Guarantors Operating Partnership will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”Securities (as defined below): (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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, action without the prior written consent of Credit Suissethe Purchaser; provided, except however, that the Company is permitted Guarantor may file or have declared effective one or more registration statements with the Commission in order to make (x) such filings satisfy its obligations under the Registration Rights Agreement, or public disclosures with respect to its obligations under the Exchange Securities and/or Offered Securities registration rights agreements entered into in connection with the filing of Guarantor's formation transactions and certain subsequent private placements occurring prior to the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day perioddate hereof. Neither the Company nor the Guarantors The Guarantor will not at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S Rule 144A thereunder to cease to be applicable to the offer and sale of the Offered Securities.. For purposes of this paragraph (k) of Section 5,

Restriction on Sale of Securities. For Other than (i) the offering of the Offered Securities under this Agreement and (ii) any redemption of the outstanding 5.625% Senior Notes due 2025 issued by Rattler Midstream LP, the Company’s wholly owned subsidiary, for a period of 90 30 days after the date hereof, neither the Company nor the Guarantors its subsidiaries will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors its subsidiaries and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than that no sales under any such shelf registration statement shall be permitted during this 9030-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence period with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitiesdollar-denominated debt securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity shares of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that (A) the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of the Offered Securities to be sold hereunder or any Underlying Shares issued upon conversion thereof; (B) (i) entry into the Call Spread Confirmations or the Company’s performance of its obligations thereunder or the issuance of any Common Stock upon exercise and settlement or termination of the warrant transactions entered into pursuant to the Base Warrant Confirmations or any Additional Warrant Confirmations or (ii) the Company’s performance of its obligations under the call spread confirmations entered into by the Company on May 31, 2019 and June 4, 2019 or the issuance of any Common Stock upon exercise and settlement of the warrant confirmations dated May 31, 2019 and June 4, 2019; (C) the issuances of shares of Common Stock upon the conversion of any of the Company’s outstanding 1.00% convertible senior notes due 2024 and 4.00% convertible senior notes due 2023; (D) the issuance by the Company of Lock-Up Securities upon the exercise of an option or warrant, the vesting or settlement of any restricted stock units or other equity compensation awards or the conversion of a shelf security outstanding on the date hereof; (E) the grant of options, restricted stock units or other equity compensation awards, including any time-based or performance-based awards, or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company in each case pursuant to equity incentive, stock option, inducement award and employee stock purchase plans described in the General Disclosure Package and the Final Offering Memorandum, and the issuance by the Company of any Lock-Up Securities upon the exercise, vesting or settlement of such equity compensation awards; or (F) the filing of any registration statement on Form S-3, S-8 in respect of any equity compensation plans or any amendments or supplements thereto, under arrangements maintained by the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day periodCompany. Neither the The Company nor the Guarantors will not at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesSecurities by the Company to the several Purchasers. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in writing.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereof, neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that the Company is permitted to make (x) such filings or public disclosures with respect issuances of Lock-Up Securities pursuant to the Exchange Securities and/or Offered Securities exercise of warrants, options or preferred stock (including issuances in connection with lieu of cash dividend payments) and the filing of one or more registration statements under the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by Securities Act pursuant to the Registration Rights Agreement and (y) a filing by or the registration rights agreement relating to the Existing Notes. None of the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor will not, without the Guarantors willprior written consent of the Representatives, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 Securities Act relating to Lock-Up 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 publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted (A) pursuant to make this Agreement, (xB) such filings or public disclosures with respect issuances of Lock-Up Securities pursuant to the Exchange conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, as well as the Warrant Shares upon exercise of the Warrants, and (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof that is described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities and/or Offered pursuant to the exercise of such securities, and (D) issuances of Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the filing Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the Exchange Offer Registration Statement or the consummation total outstanding shares of the Exchange OfferCompany immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and founders pursuant to Section 7(i) hereof. The Lock-Up Period will commence on the Shelf Registration Statement date hereof and other transactions contemplated by continue for 60 days after the Registration Rights Agreement and (y) a filing by date hereof or until such earlier date that the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Offered Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Offered 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Underwriters, except that the Company is permitted to make (xA) such filings or public disclosures with respect grants of employee stock options pursuant to the Exchange Securities and/or Offered Securities terms of a plan, whether in connection with effect on the filing of the Exchange Offer Registration Statement date hereof or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing approved by the Company hereafter, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan, (C) sales of Lock-Up Securities by Santander Seguros S.A. to existing minority shareholders of the Company for assembling Units as described in the General Disclosure Package and the Final International Prospectus, and (D) as otherwise provided in the Brazilian Underwriting Agreement. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Representatives’ (excluding Santander Investment 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 shelf registration statement on Form S-3material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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 (excluding Santander Investment Securities Inc.) waive, in writing, such extension. Neither The Company will provide the Company nor the Guarantors will at Representatives with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereofhereof (the “Lock-Up Period”), neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-dollar denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 Securities Act relating with respect to the Lock-Up Securities Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of Credit Suissethe Representative; provided, except however, that such restrictions will not apply to (t) actions taken with the Company is permitted prior written consent of the Representative, (u) grants of employee stock options pursuant to make the terms of a plan in effect on the date hereof, (v) employee deferred compensation plans in effect on the date hereof, (w) employee deferred cash plans in effect on the date hereof, (x) such filings any securitization, structured financing, factoring or public disclosures with respect sales transaction involving accounts receivable or other rights to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offerreceive payment, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by issuances of Lock-Up Securities pursuant to the Company exercise of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act options or the safe harbor exercise of Regulation S thereunder to cease to be applicable any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities pursuant to the offer Company’s or such Guarantor’s dividend reinvestment plan and sale (z) the offering of the Offered SecuritiesSecurities contemplated hereby.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 sell 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 or confidentially submit to the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than on Form S-8 or, in the circumstances contemplated in clause (v) below, Form S-4), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative; provided, except however, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities consent will not be required in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) any securities issued or to be issued pursuant to the Company’s equity incentive or award plans disclosed in the General Disclosure Package, including securities of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract Company issued or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to issued upon the exercise or vesting thereof; (ii) the offer and sale of the Offered SecuritiesSecurities hereunder; (iii) any shares of Common Stock issued upon the conversion of any shares of Series C Preferred Stock that are outstanding on the date hereof; (iv) any shares of Common Stock issued upon the exercise of any warrants to purchase Common Stock that are outstanding on the date hereof; or (v) the offer of Common Stock in connection with any acquisition by the Company, entry into a contract related to such an acquisition and the public disclosure of such offer and contract, in each case so long as no such acquisition is closed during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Representative consents to in writing.

Restriction on Sale of Securities. For a The Company agrees that, without the prior written consent of the Representative, it shall not, during the period of 90 days after commencing on the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors hereof and having a maturity of more than one year ending on 60 days from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities the Prospectus (the “Lock-Up SecuritiesPeriod”): (i) directly or indirectly offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securitiescontract to purchase, (ii) offer, sell, issue, purchase any option or contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securitiespurchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iiiii) enter into any swap, hedge swap or any other agreement arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Moreover, unless FINRA Rule 2711(f)(4) and New York Stock Exchange Rule 472(f)(4) are inapplicable, if: (1) during the last 17 days of the initial Lock-Up SecuritiesPeriod, the Company releases earnings results or announces material news or a material event or (iv2) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in prior to the expiration of the initial Lock-Up Securities within Period, the meaning of Section 16 Company announces that it will release earnings results during the 16-day period beginning on the last day of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to initial Lock-Up Securities Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or publicly disclose the intention to take any announcement of the material news or material event, as applicable, unless the Representative waives, in writing, such actionextension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Credit Suissethe Representative, except that (A) issue and sell the Shares under this Agreement, (B) issue shares of Common Stock, options, or other securities or rights pursuant to any employee or director compensation, option, dividend reinvestment plan, savings, benefit or other plan or arrangement of the Company is permitted to make existing as of the date of this Agreement, (xC) such filings issue shares of Common Stock upon exercise, conversion or public disclosures with respect exchange of any securities or obligations outstanding on the date of this Agreement, and (D) issue shares of Common Stock pursuant to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesCompany’s Dividend Reinvestment Plan.

Restriction on Sale of Securities. For a period of 90 days after the date hereofof the Prospectus Supplement (the “Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i1) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offerpledge, sell, issue, or contract to sellsell any Common Shares, (2) sell any option or contract to sell any Common Shares, (3) purchase any option or contract to sell any Common Shares, (4) grant any option, right or warrant to purchase Lock-Up Securitiesany Common Shares, (iii5) enter into any swap, hedge swap or any other agreement that transfers, in whole or in part, the economic consequences consequence of ownership of Lock-Up Securitiesany Common Shares whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise, (iv6) 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 take any of the Exchange Act foregoing actions with respect to any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, (v7) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities any additional Common Shares or securities convertible into or exchangeable or exercisable for its Common Shares, or (8) publicly disclose the intention to take any such actionof the foregoing actions, without the prior written consent of Credit Suissethe Underwriter, except issuances of Common Shares or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares (A) in connection with any acquisitions, joint ventures or similar arrangements, so long as the recipients of those shares agree not to sell or transfer those shares in a public market transaction during the Lock-Up Period, (B) upon the exercise of outstanding employee stock options, (C) and options pursuant to employee benefit plans, (D) pursuant to non-employee director or trustee stock plans, (E) pursuant to the Company’s dividend reinvestment plan, or (F) upon conversion of any currently outstanding convertible or exchangeable securities and other outstanding securities. Notwithstanding the foregoing, in the event that the Company is permitted to make either (x) such filings or public disclosures with respect to during the Exchange Securities and/or Offered Securities in connection with the filing last 17 days of the Exchange Offer Registration Statement or the consummation of the Exchange OfferLock-Up Period, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and Company issues an earnings release or (y) a filing by prior to the Company expiration of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither , the Company nor announces that it will release earnings results during the Guarantors will at any time directly or indirectly16-day period beginning on the last day of such 90-day period, take any action referred the restrictions described above shall continue to in clauses (i) through (v) apply until the expiration of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause 18-day period beginning on the exemption afforded by Section 4(a)(2) date of the Securities Act earnings release or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale announcement of the Offered Securitiesmaterial news or the occurrence of the material event.

Restriction on Sale of Securities. For a period of 90 30 days after the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than that no sales under any such shelf registration statement shall be permitted during this 9030-day periodperiod with respect to such dollar-denominated debt securities. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereof, neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt of its 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseXxxxx Fargo, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of one or more registration statements under the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by Securities Act pursuant to the Registration Rights Agreement and (y) a filing by the registration rights agreement, dated March 12, 2012, relating to the Existing Securities. The Company of a shelf registration statement on Form S-3will not, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereofhereof (the “Lock-Up Period”), neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-dollar denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of Credit Suissethe Representative; provided however, except that such restrictions will not apply to (t) issuances of Lock-Up Securities pursuant to the Company is permitted exchange offers contemplated under the Registration Rights Agreements, (u) grants of employee stock options pursuant to make the terms of a plan in effect on the date hereof, (v) employee deferred compensation plans in effect on the date hereof, (w) employee deferred cash plans in effect on the date hereof, (x) such filings any securitization, structured financing, factoring or public disclosures with respect sales transaction involving accounts receivable or other rights to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offerreceive payment, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by issuances of Lock-Up Securities pursuant to the Company exercise of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act options or the safe harbor exercise of Regulation S thereunder to cease to be applicable any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities pursuant to the offer Company’s or such Guarantor’s dividend reinvestment plan and sale of (z) the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 sell 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 or confidentially submit to the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than on Form S-8), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative; provided, except however, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities consent will not be required in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) any securities issued or to be issued pursuant to the Company’s equity incentive or award plans disclosed in the General Disclosure Package, including securities of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract Company issued or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to issued upon the exercise or vesting thereof; (ii) the offer and sale of the Offered SecuritiesSecurities hereunder; (iii) any securities issued or to be issued pursuant to the Company’s existing “at the market” program; or (iv) any securities of the Company issued or to be issued to TOTAL Delaware, Inc. (“TOTAL”), a Delaware corporation and subsidiary of TOTAL S.A., in connection with preemptive rights held by TOTAL (it being understood that any such securities issued or to be issued to TOTAL will not be sold pursuant to this Agreement). The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Representative consents to in writing.

Restriction on Sale of Securities. (a) For a the period of 90 days after specified below (the date hereof"Lock-Up Period"), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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, swap or hedge with respect to the Securities 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 Securities Act relating to Lock-Up Securities Securities, (other than any registration statement on Form S-8) or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, the Representatives except that the Company is permitted to make (xA) such filings grants of employee stock options or public disclosures with respect other awards pursuant to the Exchange terms of a plan in effect on the date hereof, (B) issuances of Lock-Up Securities and/or Offered pursuant to the exercise of options outstanding on the date hereof or options granted in accordance with (A) above and (C) the issuance of Lock-Up Securities as consideration for or otherwise in connection with the filing acquisitions of the Exchange Offer Registration Statement securities or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing assets by the Company of a shelf in transactions exempt from registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act; provided, which registration statement may include any dollarhowever, that each recipient of such Lock-denominated debt Up Securities delivers its written agreement, in form reasonably satisfactory to the Representatives, to be bound by the terms and other securitiesprovisions of this Section 6. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date of the commencement of the public offering of the Offered Securities or such earlier date that Credit Suisse consents to in writing; provided, provided furtherhowever, than no sales under any such shelf registration statement shall be permitted that if (1) during this 90the 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 periodperiod 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. Neither The Company will provide the Company nor the Guarantors will at Representatives with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a During each period commencing on the date of 90 days each Time of Acceptance and ending after the date hereofclose of business on the Settlement Date for the related transaction in which the Manager is acting as sales agent, neither without the prior written consent of the Manager, the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity shares of more than one year from the date of issue Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities Common Stock (“Lock-Up Securities”): (i1) offer, sell, issue, contract to sell, issue, hypothecate, pledge or otherwise dispose of of, or purchase any option or contract to sell, Lock-Up Securities, (ii2) offer, sell, issue, contract to sell, contract to purchase sell or grant any option, right right, warrant or warrant contract to purchase Lock-Up Securities, (iii3) 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, (iv4) 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 (v5) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or in each case publicly disclose the intention to take any such action. Notwithstanding the foregoing, without the prior written consent of Credit Suisse, except that the Company is permitted may (i) offer, sell, issue and register the Shares to make (x) such filings be offered and sold through or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement Manager pursuant to this Agreement, any Transaction Notice or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and any Terms Agreement; (yii) file a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, S-8 relating to Common Stock that may be issued pursuant to equity plans described in the Company’s reports filed with the Commission; and (iii) issue securities under the Securities ActCompany’s equity compensation plans described in the Company’s reports filed with the Commission under the Exchange Act and incorporated into the General Disclosure Package and the Prospectus. In the event that notice of a proposed sale is provided by the Company, the Manager may suspend activity under this program for such period of time as may be requested by the Company or as may be deemed appropriate by the Manager. Any lock-up provisions relating to a transaction in which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement the Manager acts as principal shall be permitted during this 90-day period. Neither set forth in the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesTerms Agreement.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that the Company is permitted to make (x) such filings or public disclosures with respect grants of employee stock options pursuant to the Exchange terms of a plan in effect on the date hereof, issuances of Lock-Up Securities and/or pursuant to the exercise of warrants, options or preferred stock (including issuances in lieu of cash dividend payments) or the exercise of any other employee stock options outstanding on the date hereof, issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan, the Company’s sale of the Offered Securities in connection with pursuant to this Agreement, and the filing of a registration statement under the Exchange Offer Registration Statement Act pursuant to the registration rights granted to an affiliate of the Representative. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representative waives, in writing, such extension. The Company will provide the Registration Rights Agreement and Representative with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up 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 publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted to make for (xA) such filings grants of employee stock options or public disclosures with respect other equity-based awards pursuant to the Exchange terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities and/or pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the exercise of warrants outstanding on the date hereof as disclosed in the General Disclosure Package, (D) the issuance of the Offered Securities and (E) issuances of Lock-Up Securities or securities exercisable for, convertible into or exchangeable for Lock-Up Securities in connection with the filing of the Exchange Offer Registration Statement any acquisition, collaboration, licensing or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, joint venture or strategic transaction or any amendments or supplements theretodebt financing transaction involving the Company; provided that in the case of clause (E), under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, that such issuances shall not be greater than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale 10% of the Offered SecuritiesSecurities and the recipients of such Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Representatives consent to in writing.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Underwriter, except award grants, including the grant of employee stock options, restricted stock, restricted stock units, and stock appreciation rights, pursuant to the terms of a plan in effect on the date hereof and disclosed 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. Anything in the foregoing to the contrary notwithstanding, during the Lock-Up Period, the Company may (i) make grants of restricted stock to members of its Board of Directors as compensation for their service in such capacity, consistent with prior practice; (ii) make grants of restricted stock and options to employees pursuant to the Company’s Annual Bonus Plan and Long Term Incentive Plan; and (iii) distribute to its stockholders warrants to purchase an aggregate of not more than 150,000 shares of Common Stock. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterial news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3Underwriter waives, or any amendments or supplements theretoin writing, under the Securities Act, which registration statement may include any dollar-denominated debt and other securitiessuch extension, provided further, than no sales under that if at the time of any such shelf registration statement shall be permitted during this 90-day period. Neither release or announcement, the Company nor qualifies as a company with “actively traded securities” as defined in Rule 101(c)(1) of Regulation M under the Guarantors will at any time directly or indirectlyExchange Act, take any action referred to in clauses (i1) through and (v2) shall not apply. The Company will provide the Underwriter with notice of any announcement described in clause (2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives; provided, except however, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted to issue an aggregate of 793,988 shares of Lock-Up Securities to certain of the current holders of share of its Class B common stock in exchange for their shares of Class B common stock in accordance with that certain Stock Repurchase and Exchange Agreement, dated as of May 9, 2007, between the Company and the holders of Class B common stock listed on Schedule A thereto. The foregoing, however will not apply to grants of employee stock options pursuant to the terms of a plan in effect on the date hereof or issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during this 90the 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 periodperiod 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. Neither The Company will provide the Company nor the Guarantors will at Representatives with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued its Class A common stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue Class B common stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Class A common stock or Class B 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that (A) shares issued in consideration for the Company is permitted acquisition of any interest in a business, provided that, for any such shares issued within 180 days from the date hereof, the market value of all such shares does not exceed 10% of the total market capitalization of the Company, calculated as the closing price per share of Class B common stock on the NYSE on the trading day preceding the first such acquisition announcement, multiplied by the total number of shares of Class B and Class A common stock outstanding on such date, (B) issuances of Securities upon the exercise of options or warrants disclosed as outstanding in the General Disclosure Package and the Final Prospectus, (C) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to make stock option plans described in the General Disclosure Package and the Final Prospectus and (xD) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities issued in connection with any claim against the filing Company under any share acquisition agreement or by a non-medical heir, as described in the General Disclosure Package and the Final Prospectus under the heading “Risk Factors—Risks Relating to Our Common Stock”, including any shares issued pursuant to the anti-dilution provisions of the Exchange Offer Registration Statement Company’s Amended and Restated Articles of Incorporation as a result of such claims. The initial Lock-Up Period will commence on the date hereof and continue for one year or such earlier date that the 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereof, neither none of the Company nor Issuers or the Guarantors (but only for so long as such Guarantors actually guarantee the Offered Securities) will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company Issuers or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of the Offered 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Purchaser, in each case, except that the Company is permitted to make for (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing exchanges of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement Issuers’ existing 6.75% senior notes due 2022 and/or 9.25% senior notes due 2023 for newly-issued senior secured second-lien notes and (y) a filing by issuances of senior secured second-lien notes. None of the Company of a shelf registration statement on Form S-3, Issuers or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a period of 90 days after the date hereofThe Company covenants and agrees that it will not offer, neither the Company nor the Guarantors willsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, take or file with the SEC a registration statement or amendment to a registration statement under the Securities Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued its common stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offershares of its common stock, 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take make any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract disposition or disposition would cause filing for a period of 45 days after the exemption afforded by Section 4(a)(2date of this Agreement, directly or indirectly, otherwise than hereunder or with the prior written consent of Citigroup Global Markets Inc. and Xxxxx Fargo Securities, LLC; provided, that this provision will not restrict the Company from (i) issuances pursuant to the exercise of options outstanding on the date hereof, (ii) grants of employee stock options, restricted stock, restricted stock units, stock-settled stock appreciation rights and other securities issuances pursuant to the terms of a plan in effect on the date hereof, (iii) issuances pursuant to the exercise or vesting of such options, restricted stock units, stock-settled stock appreciation rights or other such securities, (iv) issuances to our employees under the terms of the Securities Act or employee stock purchase plan in effect on the safe harbor of Regulation S thereunder to cease to be applicable date hereof, (v) issuances pursuant to the offer Issuer’s 401(k) plan, (vi) issuances to directors pursuant to the incentive plan in effect on the date hereof, (vii) the filing of registration statements on form S-8 and sale amendments thereto in connection with those securities and plans, (viii) the filing of amendments to the Company’s currently effective shelf registration statement and a new universal shelf registration statement, (ix) issuances pursuant to the exercise or conversion of the Offered SecuritiesCompany’s convertible notes, (x) entering into Rule 10b5-1 trading plans prior to the expiration of the Lock-up Agreements described in Exhibit A but having an effective date for the first sales under such plans after the expiration of such Lock-up Agreements and (xi) the taking of any of the foregoing actions in connection with the issuance of shares or other securities as consideration for acquisitions or in the issuance of securities in private placements by the Issuer.

Restriction on Sale of Securities. (A) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted to make may (xa) such filings grant employee stock options, restricted shares of common stock or public disclosures with respect other equity grants pursuant to the Exchange terms of a plan in effect on the date hereof, (b) issue Lock-Up Securities and/or Offered pursuant to the exercise of such options or equity grants, (c) issue Lock-Up Securities upon the exercise of any other employee stock options outstanding on the date hereof, (d) sell Lock-Up Securities pursuant to this Agreement, (e) file a registration statement on Form S-8 relating to the Lock-Up Securities granted pursuant to the Company’s equity incentive plans existing as of the First Closing Date and disclosed in the General Disclosure Package and the Final Prospectus, and (f) issue Lock-Up Securities or any securities convertible into, or exercisable, or exchangeable for, Lock-Up Securities in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided that in the filing case of clause (f) such issuances, sales or deliveries shall not be greater than 5 % of the Exchange Offer Registration Statement or the consummation total outstanding shares of common stock of the Exchange OfferCompany immediately following the completion of this offering of Offered Securities and, in the cases of clauses (b) and (f), the Shelf Registration Statement recipients of such Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and other transactions contemplated by shareholders pursuant to Section 7(h) hereof. The initial Lock-Up Period will commence on the Registration Rights Agreement date hereof and (y) a filing by continue for 180 days after the Company of a shelf registration statement on Form S-3, date hereof or any amendments or supplements thereto, under such earlier date that the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor and the Guarantors willOperating Partnership will not, directly or indirectly, take any of the following actions with respect to its Common Stock, any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue substantially similar to its Common Stock, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Common Stock (“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 Act, or (vE) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseMxxxxx Sxxxxxx & Co. LLC, except UBS Securities LLC and Wxxxx Fargo Securities, LLC. The Lock-Up Period will commence on the date hereof and continue for 45 days after the date hereof or such earlier date that Mxxxxx Sxxxxxx & Co. LLC, UBS Securities LLC and Wxxxx Fargo Securities, LLC consent to in writing on behalf of all Representatives. The foregoing shall not apply to (A) the Offered Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company is permitted upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding on the date hereof and referred to make in the Registration Statement, the General Disclosure Package and the Final Prospectus (xincluding OP Units in the Operating Partnership) such filings (C) any shares of Common Stock, shares of restricted stock, restricted stock units or public disclosures with respect other equity awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Final Prospectus, (D) any shares of Common Stock issued by the Company to the Exchange Securities and/or Offered Securities Manager as payment of the incentive distribution pursuant to the Management Agreement, (E) transactions which occur by operation of the provisions of Article VII of the Company’s charter, (F) any shares of Common Stock issued pursuant to any nonemployee director stock plan referred to in the Registration Statement, the General Disclosure Package and the Final Prospectus, or (G) OP Units in the Operating Partnership issued by the Operating Partnership in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (yA)-(G) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitiesabove.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except the Representatives; provided that the Company is permitted foregoing shall not apply to make (xA) such filings or public disclosures with respect issuances of Lock-Up Securities pursuant to the Exchange conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, (C) issuances of Lock-Up Securities and/or Offered pursuant to the exercise of such options, (D) issuances of Lock-Up Securities in connection with pursuant to the filing of the Exchange Offer Registration Statement Company’s dividend reinvestment plan, (E) on or prior to the consummation of the Exchange OfferAcquisition, issuances of up to $1,400,000,000 of Lock-Up Securities to the Shelf Registration Statement and other transactions contemplated Seller in accordance with the Purchase Agreement or (F) issuances of Lock-Up Securities in an amount up to $1,400,000,000, less the net proceeds from all underwritten offerings by the Registration Rights Agreement Company, including this offering, during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and (y) a filing by continue for 90 days after the Company of a shelf registration statement on Form S-3, date hereof or any amendments or supplements thereto, under such earlier date that the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by its Securities, the Company or the Guarantors and having a maturity of more than one year from the date of issue Underlying Shares or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities or Underlying Shares (“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 Securities Act relating to Lock-Up Securities other than a registration statement on Form S-8 or any successor form in connection with the registration of securities pursuant to any employee benefit plan in effect on the date hereof, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseSuisse Securities (USA) LLC except issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, except that in each case outstanding on the date hereof, grants under director and employee stock plans in effect on the date hereof, issuances of Lock-Up Securities pursuant to the issuance, vesting or exercise of an award under any such plan including forfeiture to the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities of common stock in satisfaction of tax withholding obligations arising in connection with such issuance, vesting or exercise, the filing sale of any Offered Securities to the Underwriters pursuant to this Agreement and issuances of the Exchange Offer Registration Statement Underlying Shares pursuant to this Agreement or the consummation of entry into, and the Exchange Offerexercise and settlement or termination of, the Shelf Registration Statement and other transactions contemplated evidenced by the Registration Rights Agreement Warrant Confirmations. The initial Lock-Up Period will commence on the date hereof and (y) a filing by continue for 60 days after the Company of a shelf registration statement on Form S-3, date hereof or any amendments or supplements thereto, under such earlier date that the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a period of 90 days after the date hereofThe Company covenants and agrees that it will not offer, neither the Company nor the Guarantors willsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, take or file with the Commission a registration statement or amendment to a registration statement under the Securities Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued its Common Stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offershares of its Common Stock, 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take make any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract disposition or disposition would cause filing for a period of 45 days after the exemption afforded by Section 4(a)(2date of this Agreement, directly or indirectly, otherwise than hereunder or with the prior written consent of Citigroup Global Markets Inc. and Xxxxxxx Xxxxx & Co. LLC; provided, that this provision will not restrict the Company from (i) issuances pursuant to the exercise of options outstanding on the date hereof, (ii) grants of employee stock options, restricted stock, restricted stock units, stock-settled stock appreciation rights and other securities issuances pursuant to the terms of a plan in effect on the date hereof, (iii) issuances pursuant to the exercise or vesting of such options, restricted stock units, stock appreciation rights or other such securities, (iv) issuances to our employees under the terms of the Securities Act employee stock purchase plan in effect on the date hereof, (v) issuances pursuant to the Company’s 401(k) plan, (vi) issuances to directors pursuant to the incentive plan in effect on the date hereof, (vii) the filing of registration statements on Form S-8 and amendments thereto in connection with those securities and plans, (viii) the filing of amendments to the Company’s currently effective shelf registration statements, (ix) entering into Rule 10b5-1 trading plans prior to the expiration of the Lock-up Agreements described in Exhibit A hereto but having an effective date for the first sales under such plans after the expiration of such Lock-up Agreements, (x) issuances of any Common Stock as dividends for the Company’s preferred stock or in redemption of such preferred stock, or upon exercise of the Company’s warrants, (xi) the taking of any of the foregoing actions in connection with the issuance of shares or other securities as consideration for acquisitions or the safe harbor issuance of Regulation S thereunder to cease to be applicable to securities in private placements by the offer Company and sale (xii) the adoption by the Company of the Offered Securitiesany customary shareholder rights plan and issuances of rights and other securities thereunder.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities (other than the 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 publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing each of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) for (A) grants of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract employee stock options or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable other equity-based awards pursuant to the offer terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuance of Lock-Up Securities pursuant to the exercise of warrants or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, and sale (D) the issuance of the Offered Securities, provided that in the case of clause (A) or (B), any directors, executive officers or certain of our stockholders set forth on Schedule C who receive such Lock-Up Securities agree to be bound by a lock-up letter in the form of Exhibit C attached hereto. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative consents to in writing.

Restriction on Sale of Securities. For a period of 90 45 days after the date hereof, neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 (other than the hedging of the interest rate of the 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 (viv) except as contemplated by the Registration Rights Agreement, file with the Commission a registration statement under the Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day periodRepresentatives. Neither the Company nor the Guarantors any Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (viv) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseXxxxxx Xxxxxx, except that the Company is permitted to make (x) such filings or public disclosures with respect for issuances of Lock-Up Securities pursuant to the Exchange Securities and/or Offered Securities conversion of convertible securities, options or warrants outstanding on the date hereof and except grants of employee stock options outstanding as of the date hereof pursuant to the terms of a plan in connection with effect on the date hereof and the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 related to such employee stock options and issuances of Lock-Up Securities pursuant to the exercise of such options, in each case, as described in the General Disclosure Package. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or any amendments such earlier date that Xxxxxx Xxxxxx 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 supplements theretomaterial news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted Company announces that it will release earnings results during this 90the 16-day periodperiod 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 Xxxxxx Xxxxxx waives, in writing, such extension. Neither the The Company nor the Guarantors will at provide Xxxxxx Xxxxxx with notice of any time directly or indirectly, take any action referred to announcement described in clauses clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Common Stock, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities 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 sell 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 or confidentially submit to the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than on Form S-8), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Placement Agent; provided, except however, that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities consent will not be required in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) any securities issued or to be issued pursuant to the Company’s equity incentive or award plans disclosed in the Registration Statement, including securities of the preceding sentence with respect Company issued or to be issued upon the exercise or vesting thereof; (ii) any securities under circumstances where such offerphantom awards issued or to be issued to employees, saledirectors, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) and/or consultants of the Securities Act Company or its Subsidiaries that are or will be disclosed in the safe harbor Registration Statement, including securities of Regulation S thereunder to cease the Company issued or to be applicable to issued upon the exercise or vesting thereof; (iii) the offer and sale of the Offered SecuritiesShares hereunder; (iv) any securities of the Company issued or to be issued to Total Delaware, Inc. (“Total”), a Delaware corporation and subsidiary of TOTAL S.A., in connection with preemptive rights held by Total (it being understood that such securities issued or to be issued to Total will not be sold pursuant to this Agreement); and (v) any securities of the Company issued or to be issued pursuant to, or upon the exercise, vesting, conversion, redemption or settlement of, any securities of the Company or its Subsidiaries that are outstanding on the date hereof. The Lock-Up Period will commence on the date hereof and continue for 30 days after the date hereof or such earlier date that the Placement Agent consents to in writing.

Restriction on Sale of Securities. (i) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except (1) issuances of Lock-Up Securities pursuant to the exercise of warrants or options, in each case outstanding on the date hereof; provided that the Company shall have caused each recipient (that is permitted an executive officer or director of the Company) of such Lock-Up Securities to make (x) such filings or public disclosures with respect have executed and delivered to the Exchange Securities and/or Offered Securities Representatives a lock-up agreement, substantially in connection with the filing form of Exhibit A hereto prior to such conversion, exchange or exercise, (2) grants of employee stock options pursuant to the terms of a plan as described in the General Disclosure Package and the Final Prospectus; provided that, prior to such grants, to the extent that any such options will become vested during the Lock-Up Period, the Company shall cause each recipient (that is an executive officer or director of the Exchange Offer Registration Statement Company) of such grant to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto, or issuances of Lock-Up Securities pursuant to the consummation exercise of such options, or (3) issuances of Lock-Up Securities pursuant to a bona fide merger, consolidation or other similar transaction, provided that the aggregate number of shares of Common Stock that the Company may issue pursuant to this clause (3) shall not exceed 5% of the Exchange Offer, total number of shares of Common Stock issued and outstanding immediately following the Shelf Registration Statement and other completion of the transactions contemplated by the Registration Rights this Agreement and (y) a filing by provided further that the Company shall cause each recipient of such Lock-Up Securities to execute and deliver to the Representatives, on or prior to such issuance, a shelf registration statement lock-up agreement, substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on Form S-3, the date hereof and continue for 90 days after the date hereof or any amendments or supplements thereto, under until such earlier date that the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives; provided however, except that the Company is permitted such restrictions will not apply to make (x) such filings or public disclosures with respect grants of employee stock options pursuant to the Exchange Securities and/or Offered Securities terms of a plan in connection with effect on the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offerdate hereof, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by issuances of Lock-Up Securities pursuant to the Company exercise of a shelf registration statement such options or the exercise of any other employee stock options outstanding on Form S-3, the date hereof or any amendments issuances of Lock-Up Securities pursuant to the Company’s or supplements thereto, under such Guarantor’s dividend reinvestment plan and (z) the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day periodOffered Securities. Neither the Company nor the Guarantors any Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereof, neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any of such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that the Company is permitted to make (x) such filings or public disclosures with respect issuances of Lock-Up Securities pursuant to the Exchange Securities and/or Offered Securities exercise of warrants, options or preferred stock (including issuances in connection with lieu of cash dividend payments) and the filing of one or more registration statements under the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by Securities Act pursuant to the Registration Rights Agreement and (y) a filing by Agreement. For the avoidance of doubt, this lock-up will not prevent an unrestricted subsidiary from issuing debt securities. None of the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor will not and will cause each of the Guarantors willSubsidiaries not to, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt ADSs or Common Shares or securities issued or guaranteed by of the Company that are substantially similar to the ADSs or the Guarantors and having a maturity of more than one year from the date of issue Common Shares, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt of the ADSs or Common Shares or securities of the Company that are substantially similar to the ADSs or Common Shares (“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, whether any of these transactions are to be settled by delivery of Common Shares, ADSs or such other securities, in cash or otherwise, (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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives. The foregoing shall not apply to (A) the Offered Securities, except (B) the issuance of Common Shares upon the exercise of options granted pursuant to the existing 2006 share incentive plan of the Company described in the Registration Statement, (C) the filing with the Commission of Form S-8 relating to Common Shares owned by persons other than the Selling Shareholders issued upon exercise of options granted under the existing 2006 share incentive plan of the Company and (D) transactions with the prior written consent of the Representatives. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement initial Lock-Up Period, the Company announces that it will make an earnings release or it becomes aware that material news about the Company will be released or a material event will occur 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 consummation material news or the occurrence of the Exchange Offermaterial event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) the issuance of Securities in connection with the offer, sellsale, issueissuance, contract to sell, contract to purchase or grant of 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 SecuritiesSecurities (other than pursuant to an agreement that transfers Securities held by those subject to the lock-up letters referred to in Section 7(h) to the Company to effect the cashless exercise of such individuals' options to acquire Securities which are outstanding on the date hereof), (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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (xi) such filings grants of director or public disclosures with respect employee stock options and restricted stock pursuant to the Exchange terms of a plan in effect on the date hereof and described in the General Disclosure Package, (ii) the exercise of any director or employee stock options or vesting of restricted stock outstanding on the date hereof and described in the General Disclosure Package, (iii) the filing of any registration statement on Form S-8 to register Securities and/or Offered reserved for issuance under the Company's equity compensation plans or (iv) the issuance of Securities in connection with the filing conversion of outstanding convertible notes or the exchange of Securities with respect to such convertible notes in an aggregate amount not to exceed the amount that would otherwise be convertible thereunder as if the conversion price threshold had been met. 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 Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse and those subject to the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollarlock-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action up letters referred to in clauses Section 7(h) with written notice of any announcement described in clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors Guarantor and having a maturity of more than one year from the date of issue or its Common Stock, or any securities (other than the Offered Securities) convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of the Guarantor’s Common Stock (“Lock-Up Securities”): ), except as described in the General Disclosure Package and the transactions contemplated thereby: (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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, Suisse except that the Company is permitted to make (x) such filings or public disclosures with respect grants of employee stock options pursuant to the Exchange terms of a plan in effect on the date hereof, issuances of Lock-Up Securities and/or Offered Securities in connection with pursuant to the filing exercise of the Exchange Offer Registration Statement such options or the consummation exercise of any other employee stock options outstanding on the Exchange Offer, date hereof or issuances of Lock-Up Securities pursuant to the Shelf Registration Statement and other transactions contemplated by Company’s or the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day periodGuarantor’s dividend reinvestment plan. Neither the Company nor the Guarantors Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(24(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 60 days after the date hereof, neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity shares of more than one year from the date of issue its Common Stock or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities Common Stock (“Lock-Up Securities”): (ia) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii; b) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii; c) 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; d) 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) confidentially submit or file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that (A) the issuance by the Company is permitted of the Offered Securities to make be sold hereunder or any Underlying Shares issued upon conversion thereof; (xB) such filings the entry into the Capped Call Confirmations and the Company’s performance thereunder; (C) the issuance by the Company of Lock-Up Securities upon the exercise or public disclosures with respect vesting of an option or restricted stock unit or the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and described in the General Disclosure Package or Final Offering Circular, (D) the issuance, grant or award by the Company of Lock-Up Securities pursuant to the Exchange Securities and/or Offered Company’s stock plans, equity incentive plans, employee stock purchase plans that are described in the General Disclosure Package or Final Offering Circular, (E) the issuance by the Company of Lock-Up Securities in connection with (i) 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 such Lock-Up Securities pursuant to any such agreement, or (ii) the Company’s joint ventures, equipment leasing arrangements, debt financings, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock 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 shares of Common Stock outstanding immediately following the issuance of the Firm Securities on the Closing Date, or (F) the filing of any registration statement (i) on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant to the Exchange Offer Registration Statement Company’s stock plans, equity incentive plans or employee stock purchase plans that are described in the consummation General Disclosure Package or Final Offering Circular or any assumed employee benefit plan contemplated by clause (E) or (ii) after 30 days from the date of this Agreement, relating to Lock-Up Securities issued or to be issued by the Company pursuant to a definitive agreement of the Exchange Offertype described in clause (E)(i); and provided further, that in the case of clause (E), (i) each recipient of such Lock-Up Securities shall execute and deliver to you, on or prior to the issuance of such Lock-Up Securities, a lock-up agreement substantially to the effect set forth in Exhibit A hereto and (ii) the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such Lock-Up Securities, which the Company agrees it will not waive or amend without the prior written consent of the Representatives; provided, however, that after 30 days from the date of this Agreement, the Shelf Registration Statement restrictions and other transactions contemplated by limitations contained in the Registration Rights Agreement and (y) a filing immediately preceding proviso shall not apply to the issuance by the Company of Lock-Up Securities with an aggregate market value of up to $100,000,000 pursuant to a shelf registration statement on Form S-3definitive agreement of the type described in clause (E)(i), or any amendments or supplements thereto, under with the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under value of any such shelf registration statement shall Lock-Up Securities issued to be permitted during this 90-day perioddetermined as of the date of the Company’s entry into such definitive agreement. Neither Notwithstanding the foregoing, the Company nor the Guarantors will not at any time directly or indirectly, take any action referred to in clauses (iA) through (vF) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesSecurities by the Company to the several Purchasers.

Restriction on Sale of Securities. For a period of 90 60 days after the date hereof, neither the Company nor the Guarantors any Guarantor will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated secured debt securities issued or guaranteed by the Company or the Guarantors such Guarantor and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt of its 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, the Purchaser except that the Company is permitted to make (x) such filings or public disclosures with respect issuances of Lock-Up Securities pursuant to the Exchange Securities and/or Offered Securities exercise of warrants or options, in connection with each case outstanding on the filing date hereof, grants of employee stock options pursuant to the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company terms of a shelf registration statement plan in effect on Form S-3the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options or any amendments issuances of Lock-Up Securities pursuant to the Company's or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day periodGuarantor's dividend reinvestment plan. Neither the Company nor the Guarantors any Guarantor will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities. The Purchaser may, in its sole discretion, waive in writing the performance by the Company, the Co-Issuers or the Guarantors of any one or more of the foregoing covenants or extend the time for their performance.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue preferred shares or any securities substantially similar to Series C Preferred Shares, including securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities preferred shares (“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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except grants of employee stock options pursuant to the terms of 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 stock options outstanding on the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company is permitted to make (x) such filings releases earnings results or public disclosures with respect material news or a material event relating to the Exchange Securities and/or Offered Securities in connection with Company occurs or (2) prior to the filing expiration of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that (a) the Offered Securities to be sold hereunder, (b) the issuance by the Company is permitted of Lock-Up Securities pursuant to make 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, (xc) the grant by the Company of stock options, restricted stock or other equity-based compensation awards (or the issuance of Lock-Up Securities upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Final Prospectus; provided that, prior to the grant of any such filings Lock-Up Securities, stock options or public disclosures other stock-based awards pursuant to this clause (c) to an officer or director of the Company, each such recipient of such grant shall have signed and delivered a lock-up letter substantially in the form attached hereto as Exhibit A, and (d) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the Exchange Securities and/or Offered Securities registration of securities to be offered to the Company’s “employees” (as that term is used in connection with the filing Form S-8) under any employee benefit or equity incentive plans of the Exchange Offer Registration Statement Company described in the General Disclosure Package and the Final Prospectus. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. (A) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued its ordinary shares or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue ADSs, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its ordinary shares or ADSs (“Lock-Up Securities”): (i) offer, sellpledge, issue, sell, contract to sell, pledge sell 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except that Suisse Securities (USA) LLC and Xxxxxxx Xxxxx (Asia) L.L.C. The restrictions set forth in this Section 5(a)(xi) shall not apply to (A) the Company is permitted to make (x) such filings or public disclosures with respect to sale and transfer of the Exchange Securities and/or Offered Securities in connection with this offering, (B) the filing issuance of the Exchange Offer Registration Statement ordinary shares or the consummation grant of options to purchase ordinary shares under the Exchange OfferCompany’s share incentive plans existing on the date hereof, (C) the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing issuance by the Company of Lock-Up Securities upon the exercise of an option or a shelf registration statement warrant or the conversion of a security outstanding on Form S-3, or any amendments or supplements thereto, the date hereof of and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ordinary shares or ADSs, provided that (a) such plan does not provide for the transfer of Lock-up Securities during the Lock-up Period and (b) to the extent a public announcement or filing under the Exchange Act, which registration statement may include any dollar-denominated debt and other securitiesif any, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither is required of or voluntarily made by or on behalf of the Company nor regarding the Guarantors establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Lock-up Securities may be made under such plan during the Lock Period. The Lock-Up Period will at any time directly commence on the date hereof and continue for 90 days after the date hereof or indirectly, take any action referred such earlier date that Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx (Asia) L.L.C. consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a period of 90 days after The Company will not (i) offer, pledge, announce the date hereofintention to sell, neither the Company nor the Guarantors willsell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, take or file with the Commission a registration statement under the Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued Securities or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up shares of the Securities”): (i) , or publicly disclose the intention to make any offer, sellsale, issuepledge, contract to selldisposition or filing, 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 swap or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securitiesthe Securities or any such other securities, whether any such transaction described in clause (ivi) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning (ii) above is to be settled by delivery of Section 16 shares of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such actionother securities, in cash or otherwise, without the prior written consent of Credit SuisseSuisse Securities (USA) LLC, except that Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC for a period beginning on the Company is permitted to make date hereof and ending 60 days after the date of the Final Prospectus (xthe “Lock-Up Period”), other than (A) such filings or public disclosures with respect any Offered Securities issued and sold pursuant to the Exchange Securities and/or Offered terms hereof or issued pursuant to the terms of the Purchase Contract and Pledge Agreement to be entered into in connection with the issuance of the Other Securities, including, without limitation, issuing shares of the Securities in connection with any early settlement right at the election of holders of Purchase Contracts (as defined in such Purchase Contract and Pledge Agreement) or any “fundamental change early settlement right” upon the occurrence of a “fundamental change” (each as defined in such Purchase Contract and Pledge Agreement), (B) issuing the Other Securities, (C) any shares of the Securities issued upon the exercise of options previously granted or delivered upon the lapsing of restrictions on restricted stock units or other equity awards under any incentive plan, (D) grants of restricted stock, stock options, performance shares, phantom stock or other equity awards pursuant to the Company’s incentive plans, (E) offers and sales of Securities pursuant to the Company’s dividend reinvestment and direct stock purchase plan, retirement savings plan and non-qualified deferred compensation plan, (F) the filing of any registration statement under the Exchange Offer Registration Statement Act on Form S-8 or Form S-3 with respect to any such plan and (G) the consummation issuance of up to an aggregate of 10% of the Exchange Offer, number of Securities to be outstanding immediately following the Shelf Registration Statement completion of the transactions contemplated by this Agreement and other the transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease underwriting agreement to be applicable to entered into for the offer and sale of the Offered SecuritiesOther Securities in connection with one or more acquisitions by the Company of the assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise; provided that each recipient of Securities pursuant to this clause (G) shall, on or prior to such issuance, execute a lock-up letter in substantially the form of Exhibit C-2 hereto with respect to the remaining portion of the Lock-Up Period.

Restriction on Sale of Securities. For During a period of 90 60 days after from the date hereofof the Prospectus, neither the Company nor will not, without the Guarantors willprior written consent of Citigroup and Evercore, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offer, pledge, sell, issuecontract to sell (including any short sale), sell any option or contract to purchase, purchase any option or 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 or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, including depository receipts of the Company (collectively, the “Lock-Up Securities, ”) or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, other than (a) the Securities to be sold hereunder, (ivb) establish the grant of options or increase other equity-based awards pursuant to the terms of a put equivalent position plan disclosed in the Registration Statement, or liquidate the issuance of any Ordinary Shares upon the exercise of such options or decrease a call equivalent position in Lockother equity-Up Securities based awards, provided that the recipient of such options or other equity-based awards (to the extent that such options or other equity-based awards shall vest within the meaning of Section 16 period ending 60 days after the date of the Exchange Act Prospectus) or such Ordinary Shares shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such options, equity-based awards or Ordinary Shares unless such recipient has previously executed such agreement, (vc) file with the Commission a registration statement under the Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 or a successor form thereto solely with respect to the Company’s benefit plans disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or a “universal shelf” registration on Form F-3 or a successor form thereto in replacement of the Registration Statement pursuant to which the Securities herein are being sold, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act, for the repurchase of Ordinary Shares, provided that such plan does not provide for the repurchase of Ordinary Shares during the 60-day restricted period and no public announcement or filing under the 1934 Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company or any amendments or supplements theretoother person, under (e) the issuance of preferred shares pursuant to the exercise of the protective call option that was granted to Stichting Continuity ProQR Therapeutics on September 23, 2014 in accordance with its terms, (f) Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred issued in an amount not to in clauses exceed five percent (i) through (v5%) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause total number of outstanding Ordinary Shares immediately following the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer issuance and sale of the Offered SecuritiesSecurities pursuant hereto or (g) offer, issue and sell Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares, on an arm’s-length basis in connection with any joint venture, collaboration, partnership or other strategic alliance, provided, that (x) the aggregate number of Ordinary Shares issued or issuable in accordance with this clause (g) of this paragraph does not exceed 15% of the number of Ordinary Shares outstanding immediately after the issuance and sale of the Securities pursuant hereto and (y) each recipient of any such Ordinary Shares or other securities agrees to restrictions on the resale of securities that are consistent with the provisions set forth in the Lock-Up Agreement (as defined in Section 5(m)) for the remainder of the 60-day restricted period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by its ADSs, the Company or Common Shares underlying the Guarantors and having a maturity of more than one year from the date of issue ADSs, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its ADSs or Common Shares (“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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted and to make (x) such filings or public disclosures with respect cause each Lock-up Party to furnish to the Exchange Securities and/or Offered Securities in connection with Representatives, prior to the filing of the Exchange Offer Registration Statement or the consummation of the Exchange OfferFirst Closing Date, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollarLock-denominated debt and other securities, provided further, than no sales under any such shelf registration statement Up Agreement. The foregoing shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred not apply to in clauses (i) through the Offered Securities, (vii) the issuance of Common Shares upon the exercise of options granted pursuant to the existing 2006 share incentive plan of the Company described in the Registration Statement, (iii) the filing with the Commission of Form S-8 relating to Common Shares owned by persons who are not Lock-up Parties issued upon exercise of options granted under the existing 2006 share incentive plan of the Company and (iv) transactions with the prior written consent of the Representatives. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date of the commencement of the public offering of the Offered Securities or such earlier date that the 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 make an earnings release or it becomes aware that material news about the Company will be released or a material event will occur 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 material news or the occurrence of the 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 with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For During a period of 90 60 days after from the date hereofof the Prospectus, neither the Company nor will not, without the Guarantors willprior written consent of Citigroup and Evercore, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offer, pledge, sell, issuecontract to sell (including any short sale), sell any option or contract to purchase, purchase any option or 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 or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, including depository receipts of the Company (collectively, the “Lock-Up Securities, ”) or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, other than (a) the Securities to be sold hereunder, (ivb) establish the grant of options or increase other equity-based awards pursuant to the terms of a put equivalent position plan disclosed in the Registration Statement, or liquidate the issuance of any Ordinary Shares upon the exercise of such options or decrease a call equivalent position in Lockother equity-Up Securities based awards, provided that the recipient of such options or other equity-based awards (to the extent that such options or other equity-based awards shall vest within the meaning of Section 16 period ending 60 days after the date of the Exchange Act Prospectus) or such Ordinary Shares shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such options, equity-based awards or Ordinary Shares unless such recipient has previously executed such agreement, (vc) file with the Commission a registration statement under the Securities 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 that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3S-8 or a successor form thereto solely with respect to the Company’s benefit plans disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, a “universal shelf” registration on Form F-3 or a successor form thereto in replacement of the Registration Statement pursuant to which the Securities herein are being sold or a resale registration statement covering Lock-Up Securities issued under the Company’s Loan Agreement, dated as of July 14, 2020, with Pontifax Medison Finance (Israel) L.P., Pontifax Medison Finance (Cayman) L.P., Pontifax Medison Finance GP, L.P. and Kreos Capital VI (UK) Limited, as amended to date and as may be amended from time to time (the “Loan Facility”), (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act, for the repurchase of Ordinary Shares, provided that such plan does not provide for the repurchase of Ordinary Shares during the 60-day restricted period and no public announcement or filing under the 1934 Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company or any amendments or supplements theretoother person, under (e) the issuance of preferred shares pursuant to the exercise of the protective call option that was granted to Stichting Continuity ProQR Therapeutics on September 23, 2014 in accordance with its terms, (f) Lock-Up Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred issued in an amount not to in clauses exceed five percent (i) through (v5%) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause total number of outstanding Ordinary Shares immediately following the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer issuance and sale of the Offered SecuritiesSecurities pursuant hereto, (g) Lock-Up Securities issued pursuant to the Loan Facility or (h) offer, issue and sell Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares, on an arm’s-length basis in connection with any joint venture, collaboration, partnership or other strategic alliance, provided, that (x) the aggregate number of Ordinary Shares issued or issuable in accordance with this clause (h) of this paragraph does not exceed 15% of the number of Ordinary Shares outstanding immediately after the issuance and sale of the Securities pursuant hereto and (y) each recipient of any such Ordinary Shares or other securities agrees to restrictions on the resale of securities that are consistent with the provisions set forth in the Lock-Up Agreement (as defined in Section 5(m)) for the remainder of the 60-day restricted period.

Restriction on Sale of Securities. For a Except for the Structuring Transactions, for the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willand CPE LLC will not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities (other than a registration statement on Form S-1 registering the resale of Securities by members of CPE, LLC, which resale shall occur more than 180 days after the date hereof or such earlier date that the Representatives consent to in writing), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, except that the Company is permitted to make (xA) such filings or public disclosures with respect issuances of Securities pursuant to the Exchange conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (B) grants, offers, sales, or issuances of Securities and/or Offered (including, without limitation, grants of restricted Securities) or options to acquire Securities pursuant to an employee benefit plan in effect on the date hereof, (C) issuances of Securities pursuant to the exercise of such options, (D) the filing of any registration statement on Form S-8 relating to securities described in clauses (A), (B) or (C) above or any other securities eligible to be covered by a Form S-8, and (E) offers, sales and issuances of up to 15% of the Securities outstanding at the time of the issuance as consideration or partial consideration for acquisitions of businesses or in connection with the filing formation of joint ventures; provided that such Lock-Up Securities so issued as contemplated in Section 7(k)(v)(E) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(g) of this Agreement. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the Exchange Offer Registration Statement 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 consummation occurrence of the Exchange Offermaterial news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereofThe Company covenants and agrees that it will not offer, neither the Company nor the Guarantors willsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, take or file with the SEC a registration statement or amendment to a registration statement under the Securities Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued its common stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offershares of its common stock, 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take make any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract disposition or disposition would cause filing for a period of 45 days after the exemption afforded by Section 4(a)(2) date of this Agreement, directly or indirectly, otherwise than hereunder or with the prior written consent of the Securities Act or Representatives; provided, that this provision will not restrict the safe harbor of Regulation S thereunder to cease to be applicable Company from (i) issuances pursuant to the offer exercise of options outstanding on the date hereof, (ii) grants of employee stock options, restricted stock, restricted stock units, stock-settled stock appreciation rights and sale other securities issuances pursuant to the terms of a plan in effect on the date hereof, (iii) issuances pursuant to the exercise or vesting of such options, restricted stock units, stock-settled stock appreciation rights or other such securities, (iv) issuances to our employees under the terms of the Offered Securitiesemployee stock purchase plan in effect on the date hereof, (v) issuances pursuant to the Issuer’s 401(k) plan, (vi) issuances to directors pursuant to the incentive plan in effect on the date hereof, (vii) the filing of registration statements on form S-8 and amendments thereto in connection with those securities and plans, (viii) the filing of amendments to the Company’s currently effective shelf registration statement and a new universal shelf registration statement, (ix) issuances pursuant to the exercise or conversion of the Company’s convertible notes, (x) issuances of shares underlying warrants pursuant to the Land Agreement described in the Issuer’s Annual Report form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, (xi) entering into Rule 10b5-1 trading plans prior to the expiration of the Lock-up Agreements described in Exhibit A but having an effective date for the first sales under such plans after the expiration of such Lock-up Agreements and (xii) the taking of any of the foregoing actions in connection with the issuance of shares or other securities as consideration for acquisitions or in the issuance of securities in private placements by the Issuer.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, the Representatives except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through to the Underwriters pursuant to this Agreement, (vii) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Final Prospectus and (iii) grants of employee stock options in the ordinary course pursuant to the terms of a plan in effect on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Final Prospectus and issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the 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 EXECUTION VERSION extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except that grants of employee stock options, restricted stock or restricted stock units pursuant to the Company is permitted terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, issuances of Lock-Up Securities pursuant to make (x) the exercise of such filings options, the exercise or public disclosures vesting, as applicable, of any other employee stock options, restricted stock or restricted stock units outstanding on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, or the filing of a registration statement on Form S-8 or any successor form thereto with respect to the Exchange Securities and/or Offered Securities registration of securities to be offered to the Company’s “employees” (as that term is used in connection with the filing Form S-8) under any employee benefit or equity incentive plans of the Exchange Offer Registration Statement Company described in the General Disclosure Package and the Final Prospectus. The Lock-Up Period will commence on the date hereof and continue for 75 days after the date hereof or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred earlier date that Credit Suisse consents to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. (A) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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, Securities or (iv) establish or increase except in the case of 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) registration statement on Form S-8, file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseSuisse and Deutsche Bank Securities, except that the Company is permitted may (1) issue and sell the Securities to make be sold hereunder, (x2) such filings or public disclosures with respect issue Lock-Up Securities in an aggregate amount not to exceed 5% of the Exchange Securities and/or Company’s outstanding capital stock immediately following the completion of the offering of Offered Securities contemplated herein in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing acquisition by the Company of a shelf registration statement the securities, business, property or assets of another person or entity or in connection with strategic partnership transactions; provided that each person to whom Lock-Up Securities are issued agrees, prior to such transfer, to be bound in writing by the terms of an agreement substantially similar to those referenced in Section 7(i) hereof, (3) issue Lock-Up Securities pursuant to the terms of any employee share option plan, share ownership plan or dividend reinvestment plan in effect on Form S-3the date hereof, or (4) issue Lock-Up Securities pursuant to the exercise of such options or the exercise of any amendments other employee stock options outstanding on the date hereof. The Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or supplements thereto, under such earlier date that the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. (A) For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representative, except that (a) grants of employee stock options, restricted stock units, restricted stock or other equity-based awards in the Company is permitted to make (x) such filings or public disclosures with respect ordinary course of business pursuant to the Exchange terms of an employee benefit plan or similar arrangement described in the General Disclosure Package and the Final Prospectus in effect on the date hereof, (b) issuances of Lock-Up Securities and/or Offered Securities in connection with pursuant to the exercise or vesting of such options, restricted stock units or equity awards or (c) the filing of any registration statements required to be filed during the Exchange Offer Lock-Up Period pursuant to the terms of Registration Statement Rights Agreements and the amendment or supplement of any such registration statements or other registration statements previously filed. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the 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 consummation occurrence of the Exchange Offermaterials news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representative waives, in writing, such extension. The Company will provide the Registration Rights Agreement and Representative with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereofThe Company covenants and agrees that it will not offer, neither the Company nor the Guarantors willsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, take or file with the Commission a registration statement or amendment to a registration statement under the Securities Act relating to, any shares of the following actions with respect to any United States dollar-denominated debt securities issued its Common Stock or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities (“Lock-Up Securities”): (i) offershares of its Common Stock, 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take make any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract disposition or disposition would cause filing for a period of 45 days after the exemption afforded by Section 4(a)(2date of this Agreement, directly or indirectly, otherwise than hereunder or with the prior written consent of Xxxxxxx Xxxxx & Co. LLC and Xxxxx Fargo Securities, LLC; provided, that this provision will not restrict the Company from (i) issuances pursuant to the exercise of options outstanding on the date hereof, (ii) grants of employee stock options, restricted stock, restricted stock units, stock-settled stock appreciation rights and other securities issuances pursuant to the terms of a plan in effect on the date hereof, (iii) issuances pursuant to the exercise or vesting of such options, restricted stock units, stock appreciation rights or other such securities, (iv) issuances to our employees under the terms of the Securities Act or employee stock purchase plan in effect on the safe harbor of Regulation S thereunder to cease to be applicable date hereof, (v) issuances pursuant to the offer Issuer’s 401(k) plan, (vi) issuances to directors pursuant to the incentive plan in effect on the date hereof, (vii) the filing of registration statements on form S-8 and sale amendments thereto in connection with those securities and plans, (viii) the filing of amendments to the Company’s currently effective shelf registration statement and a new universal shelf registration statement and a resale shelf registration statement required by the Company’s preferred stock and warrant issuance, (ix) issuances pursuant to the exercise or conversion of the Offered SecuritiesCompany’s convertible notes, (x) entering into Rule 10b5-1 trading plans prior to the expiration of the Lock-up Agreements described in Exhibit A but having an effective date for the first sales under such plans after the expiration of such Lock-up Agreements, (xi) the issuances contemplated by the Company’s preferred stock and warrants, including any Common Stock issued as dividends with respect to, or in redemption of, such preferred stock, or upon exercise of such warrants, and (xii) the taking of any of the foregoing actions in connection with the issuance of shares or other securities as consideration for acquisitions or in the issuance of securities in private placements by the Issuer.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor and the Guarantors willManager will not, directly or indirectly, take any of the following actions with respect to its Common Stock, any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue substantially similar to its Common Stock, or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Common Stock (“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 Act, or (vE) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit SuisseSuisse Securities (USA) LLC and JMP Securities LLC; provided, except that however, notwithstanding the foregoing, (i) the Company is will, without the prior written consent of Credit Suisse Securities (USA) LLC and JMP Securities LLC be permitted to make (x) such filings or public disclosures awards with respect to shares of Common Stock pursuant to the Exchange AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan or the AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan, and (ii) the Manager will, without the prior written consent of Credit Suisse Securities and/or Offered (USA) LLC and JMP Securities LLC, be permitted to transfer or otherwise dispose of shares of Common Stock as necessary in connection with the filing awards of shares of Common Stock to employees of the Exchange Offer Registration Statement Manager or its affiliates pursuant to a compensatory plan adopted by the consummation parent of the Exchange Offer, Manager. The Lock-Up Period will commence on the Shelf Registration Statement date hereof and other transactions contemplated by continue for 90 days after the Registration Rights Agreement date hereof or such earlier date that Credit Suisse Securities (USA) LLC and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the JMP Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred LLC consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its 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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives; provided, except however, that the Company is permitted to make may (x1) such filings or public disclosures file a registration statement on Form S-8 with respect to the Exchange Securities and/or Offered Securities Company’s 2009 Equity Incentive Plan (as described in connection the General Disclosure Package and the Prospectus) and grant Common Stock-based awards to the Company’s directors under such Plan in the ordinary course consistent with past practice , (2) issue shares of Common Stock upon the filing exercise of currently outstanding redeemable warrants to purchase an aggregate of 33,249,000 shares of Common Stock (as described in the General Disclosure Package and the Prospectus), (3) issue and sell shares of Common Stock pursuant to its dividend reinvestment and direct share purchase plan, and (4) beginning on February 11, 2012, enter into and publicly announce an “at-the-market” offering program and, pursuant to such program, issue and sell a number of shares of Common Stock that does not exceed 10% of the Exchange Offer Registration Statement number of Securities sold in this offering (including Optional Securities to the extent so issued) at a price per share that is no less than the price to the public of the Securities. 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 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 consummation occurrence of the Exchange Offermaterial news or material event, as applicable, unless the Shelf Registration Statement and other transactions contemplated by Representatives waive, in writing, such extension. The Company will provide the Registration Rights Agreement and Representatives with notice of any announcement described in clause (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.

Restriction on Sale of Securities. For a period of 90 days after the date hereof, neither the Company nor the Guarantors will, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt 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 Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Purchaser, except that the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities in connection with the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than that no sales under any such shelf registration statement shall be permitted during this 90-day periodperiod with respect to such dollar-denominated debt securities. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred to in clauses (i) through (v) of the preceding sentence above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by its Securities, the Company or the Guarantors and having a maturity of more than one year from the date of issue Underlying Shares or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities or Underlying Shares (“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 Securities Act relating to Lock-Up Securities other than a registration statement on Form S-8 or any successor form in connection with the registration of securities pursuant to any employee benefit plan in effect on the date hereof, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives except issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, except that in each case outstanding on the date hereof, issuances pursuant to the Company’s concurrent offering of up to 4,715,000 shares of common stock, grants under director and employee stock plans in effect on the date hereof, issuances of Lock-Up Securities pursuant to the issuance, vesting or exercise of an award under any such plan including forfeiture to the Company is permitted to make (x) such filings or public disclosures with respect to the Exchange Securities and/or Offered Securities of common stock in satisfaction of tax withholding obligations arising in connection with the filing such issuance, vesting or exercise, any private sales of up to 2,000,000 shares of the Exchange Offer Registration Statement Company’s common stock or other securities convertible into or exchangeable or exercisable for such shares in connection with acquisitions in which the purchaser agrees to be bound by the restrictions described in this Section, issuance pursuant to the Caledonia Agreement, or the consummation sale of any shares of Offered Securities to the Underwriters pursuant to this Agreement, issuances of the Exchange Offer, Underlying Shares pursuant to this Agreement. The initial Lock-Up Period will commence on the Shelf Registration Statement date hereof and other transactions contemplated by continue for 90 days after the Registration Rights Agreement and (y) a filing by date hereof or such earlier date that the Company of a shelf registration statement on Form S-3, or any amendments or supplements thereto, under the Securities Act, which registration statement may include any dollar-denominated debt and other securities, provided further, than no sales under any such shelf registration statement shall be permitted during this 90-day period. Neither the Company nor the Guarantors will at any time directly or indirectly, take any action referred Representatives consent to in clauses (i) through (v) of the preceding sentence with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securitieswriting.

Restriction on Sale of Securities. For a the period of 90 days after specified below (the date hereof“Lock-Up Period”), neither the Company nor the Guarantors willwill not, directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue its Securities or any securities convertible into or exchangeable or exercisable for any such dollar-denominated debt securities of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) the issuance of Securities in connection with 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 SecuritiesSecurities (other than pursuant to an agreement that transfers Securities held by those subject to the lock-up letters referred to in Section 7(h) to the Company to effect the cashless exercise of such individuals' options to acquire Securities which are outstanding on the date hereof), (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 Securities Act relating to Lock-Up Securities Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, except that the Company is permitted to make (xi) such filings grants of director or public disclosures with respect employee stock options and restricted stock pursuant to the Exchange Securities and/or Offered Securities terms of a plan in connection with effect on the date hereof and described in the General Disclosure Package, (ii) the exercise of any director or employee stock options or vesting of restricted stock outstanding on the date hereof and described in the General Disclosure Package, (iii) the filing of the Exchange Offer Registration Statement or the consummation of the Exchange Offer, the Shelf Registration Statement and other transactions contemplated by the Registration Rights Agreement and (y) a filing by the Company of a shelf any registration statement on Form S-3, or any amendments or supplements thereto, S-8 to register Securities reserved for issuance under the Company's equity compensation plans or (iv) the issuance of Series B convertible preferred stock and Securities Actto Scorpion Capital Partners, LP as described in the General Disclosure Package or as may be approved by the Company's shareholders as described in the Company's proxy statement on Schedule 14/A filed on April 28, 2011. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that Credit Suisse consents to in writing, except with respect to Company at-the-market program sales for which registration statement may include any dollarthe initial Lock-denominated debt and other securitiesUp Period will be 60 days; provided, provided furtherhowever, than no sales under any such shelf registration statement shall be permitted that if (1) during this 90the 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 periodperiod 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. Neither The Company will provide Credit Suisse and those subject to the Company nor the Guarantors will at any time directly or indirectly, take any action lock-up letters referred to in clauses Section 7(h) with written notice of any announcement described in clause (i) through (v2) of the preceding sentence with respect that gives rise to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) an extension of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered SecuritiesLock-Up Period.