Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the period from the date of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to: (A) the Securities to be sold hereunder; (B) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; and (C) Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16‑day period beginning on the last day of the 30‑day restricted period, the restrictions imposed in this clause (m) shall continue to apply 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, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(k) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date hereof and continuing to and including the date 30 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of Stifel, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly of any debt securities issued or indirectly, any limited liability company interests of guaranteed by the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including exercisable or exchangeable for debt securities held in escrow or otherwise issued or delivered after guaranteed by the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Company or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, debt securities issued or (iii) publicly disclose guaranteed by the intention to do any of the foregoingCompany, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities debt securities issued or guaranteed by the Company of the Company or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any of 1) during the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Triangle Entities occurs, or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall automatically be extended and the restrictions under imposed by this Section 43(k) shall continue to apply 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, unless Stifel waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) any post-effective amendments to the Registration Statement.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will notExcept as described in the Prospectus, during the a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (otherwise. In addition, the Company will not issue any shares or rights to receive shares of Common Stock to any employee, director or officer of the foregoing described Company pursuant to the Company’s 2012 Long-Term Incentive Plan unless either (A) such employee, director or officer has executed a lock-up agreement substantially in clauses (i), (ii) the form of Exhibit A attached hereto or (iii)B) such shares or rights to receive such shares are subject to transfer restrictions restricting such persons from selling, a “Prohibited Transfer”). If any Prohibited Transfer is made transferring or attempted contrary otherwise disposing of such shares or rights to receive such shares until at least 180 days after the provisions date of this Agreement. Notwithstanding the foregoing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and if (1) during the last 17 days of the 180-day restricted period the Company shall refuse issues an earnings release or material news or a material event relating to recognize any such purported transferee the Company occurs or (2) prior to the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4180-day restricted period, Parent and the Company may impose stopannounces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party 180-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxx Xxxxxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Prospectus, or (D) any transfer, sale or other disposition with the prior written consent of Xxxxx Xxxxxxxx. Xxxxx Xxxxxxxx agrees, for the benefit of the other Representatives, if applicable, not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2177(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Representatives. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus three (3) business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (otherwise. Notwithstanding the foregoing, such Selling Shareholder may transfer any Securities without the prior written consent of Xxxxxxx Xxxxx, so long as such transfer does not give rise to a public filing requirement pursuant to the foregoing described in clauses 1933 Act, the 1934 Act or otherwise, (i)) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to be bound by the restriction set forth herein, (ii) to any trust for the direct or indirect benefit of the Selling Shareholder or the immediate family of the Selling Shareholder, provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) as a distribution to partners or stockholders of the Selling Shareholder, provided that the distributee agrees in writing to be bound by the restrictions set forth herein and provided further that any such distribution shall not involve a disposition for value or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary iv) to the provisions Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by the Selling Shareholder, provided that the transferee agrees in writing to be bound by the restrictions set forth herein and provided further that any such transfer shall not involve a disposition for value. In addition, the Selling Shareholder may exercise any warrants or options (in each case as described in the Prospectus) to purchase securities of this Agreement, the Company held by such purported Prohibited Transfer Selling Shareholder; provided that the Selling Shareholder hereby acknowledges and agrees that any securities of the Company issued upon exercise of such warrants or options shall be null subject to the restrictions set forth in this paragraph. The Selling Shareholder also agrees and void ab initio, and Parent and consents to the Company shall refuse to recognize any such purported transferee entry of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-stop transfer instructions with respect the Company’s transfer agent and registrar against the transfer of the locked-up Securities except in compliance with the foregoing restrictions. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing, if: (1) during the last 17 days of such 180-day period the Company issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs; or (2) prior to the expiration of the Restricted Party such 180-day period, the Company announces that it will release earnings results during the 16-day-period beginning on the last day of such 180-day period, the restrictions imposed by this letter shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (ix)(i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 purchase, or otherwise transfer or dispose ofof any Units, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received , Founder Shares, Warrants, public or retained as consideration under the Merger Agreementprivate, including or any securities held in escrow convertible into, or otherwise issued exercisable, or delivered after the Closing pursuant to the Merger Agreement (collectivelyexchangeable for, the “Restricted Securities”) Units, Class A Shares Founder Shares or Warrants or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted SecuritiesUnits, Class A Shares , Founder Shares or (iii) publicly disclose the intention to do any of the foregoingWarrants, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Units, Class A Shares, Founder Shares or Warrants or other securities, in cash or otherwise otherwise, or (y) release the Sponsor or any officer or director of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision or (z) release any other holders of Founder Shares or any of their respective transferees from the 180-day lock up contained in any investment agreement between the Company and such holder of Founder Shares or amend such provision. Clause (x) of the foregoing described in clauses sentence shall not apply to (i)A) the Initial Securities and the Option Securities to be sold hereunder, (iiB) the issuance and sale of the Private Placement Warrants, (C) 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 (iii), D) issuance of securities in connection with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Business Combination.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Underwriter, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) convertible for Common Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing; provided, however, that the foregoing restrictions shall not prohibit the Company from filing a shelf registration statement or a prospectus supplement under the 1933 Act relating to an “at the market” offering of its Common Shares after the Closing Date, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon (x) the exercise of an option or warrant or (y) the conversion of a security, in either case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Disclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses (i), (ii) the Disclosure Package and the Prospectus or (iii)D) any Common Shares issued pursuant to any non-employee director stock plan, a “Prohibited Transfer”). If any Prohibited Transfer is made direct stock purchase plan or attempted contrary dividend reinvestment plan referred to in the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent Disclosure Package and the Company shall refuse to recognize Prospectus, or (E) any such purported transferee limited partner interests in the Operating Partnerships that are issued in exchange for real property or interests therein in the ordinary course of business. Notwithstanding the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4foregoing, Parent and in the Company may impose stop-transfer instructions with respect to event that either (x) during the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends such 45-day period, the Company issues an earnings release or (y) prior to the expiration of such 45-day period, the Company announces that it will release earnings results during the 16-day period beginning on any certificates for any the last day of such 45-day period, the restrictions described above shall continue to apply until the expiration of the Restricted Securities reflecting 18-day period beginning on the restrictions under this Section 4date of the earnings release or the announcement of the material news or the occurrence of the material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period from the date of the Closing and ending six (6) months following from the date of this Agreement, the Closing (Company shall not, without the “Lock-Up Period”)prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder or under the International Purchase Agreement, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses Company, provided that such options shall not be exercisable during such six (i), (ii6) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initiomonth period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Global Coordinator, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4which consent shall not be unreasonably withheld.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Company will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Global Coordinator, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of or otherwise dispose of or transfer any shares of Common Stock or dispose ofany securities convertible into or exchangeable or exercisable for or repayable with Common Stock (including, directly or indirectlywithout limitation, any limited liability company interests of Common Stock or other such securities issued by the Surviving Company or any equity interests which are now owned or hereafter acquired by the Company or with respect to which the Company has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementdisposition), including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any or cause the filing of a registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or (ii) enter into any swap or any other arrangement agreement or transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, Common Stock or (iii) publicly disclose the intention to do any of the foregoingsecurities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise (otherwise. Notwithstanding the provisions of the foregoing sentence, the Company may do any of the foregoing described following: (1) issue Common Stock under its employee or director stock, bonus or compensation plans, or grant options to purchase Common Stock or other awards under such plans, in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to each case as such plans are in effect on the provisions date of this Agreement, and file one or more registration statements on Form S-8 covering the offering and sale of securities issuable under such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse plans; (2) issue Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock to recognize any such purported transferee owners of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and businesses which the Company may impose stopacquire 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 any such acquisition, enter into and implement collar and other price protection arrangements in connection with any such acquisition, and file one or more registration statements on Form S-4 covering the offering and sale of Common Stock or such other securities by the Company to such owners in connection with such acquisitions; (3) in connection with the future acquisition of any business, whether by merger, acquisition of assets or capital stock or otherwise, that has outstanding warrants, options or other securities convertible into or exchangeable or exercisable for or repayable with common stock or other equity securities, or that maintains employee or director bonus or compensation plans providing for the issuance of common stock or options to purchase common stock or other awards, (A) issue substantially similar new warrants, options or other securities to replace the outstanding options, warrants or other securities of such acquired business or assume the obligations of such acquired business under such outstanding warrants, options or other securities or such plans, and issue Common Stock pursuant to any such warrants, options or other securities, as in effect on the date of such issuance or assumption, or grant options to purchase Common Stock or other awards and issue Common Stock under any such plans, as in effect on the date of acquisition, and (B) file one or more registration statements on Form S-8 covering the offering and sale of securities issuable under such plans; (4) issue Common Stock pursuant to acquisition agreements existing on the date of this Agreement which were entered into by the Company to effect the acquisitions of Lone Star Institutional Grocers, Inc., X.X. Xxxx & Sons, L.L.C. and Xxxxxx Xxxx Foods, Inc., as described under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Introduction" in the Prospectuses, as such agreements are in effect on the date hereof and implement collar and other price protection provisions contained in such agreements; (5) issue Common Stock upon exercise of an outstanding warrant to purchase 71,460 shares of Common Stock as of January 31, 1999, subject to anti-transfer instructions with respect dilution adjustments, as such warrant is in effect on the date hereof; and (6) file one or more shelf registration statements covering the resale of (A) Common Stock issued to owners of businesses acquired by the Company prior to the Restricted Securities date hereof or to the owner of the Restricted Party until warrant referred to in clause (5) of this sentence under registration rights agreements existing on the end of the Lock-Up Perioddate hereof, as well such agreements are in effect on the date hereof, and (B) Common Stock issued in accordance with clause (2) of this sentence to owners of businesses acquired by U.S. Foodservice subsequent to the date hereof, whether by merger, acquisition of assets or capital stock or otherwise, as include customary legends on any certificates consideration for any the acquisition of the Restricted Securities reflecting the restrictions such businesses under this Section 4registration rights agreements entered into in connection with such acquisitions.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing Prospectus, the Company and ending six (6) months following the date Selling Stockholders will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file or cause to be filed any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder, nor will it restrict the Company from filing a registration statement with respect to, and issuing securities under, the Company’s 2007 stock incentive plan and will not prohibit the admission of new limited partners to, or the transfer of limited partnership interests in, Sxxxxxxx Holdings, LP. In addition, the lock-up provision will not apply to the issuance of equity securities of the foregoing Company as consideration for acquisitions, provided those equity securities are subject to the lock-up restrictions described in clauses above. Notwithstanding the foregoing, if (i), (ii1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of this Agreementthe 180-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Securities as one of its equity holders for any purpose. In order 180-day restricted period, the restrictions imposed in this clause (j) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end issuance of the Lock-Up Period, as well as include customary legends on any certificates for any earnings release or the occurrence of the Restricted Securities reflecting material news or material event; provided, however, that in no event shall such restrictions extend past 214 days from the restrictions under this Section 4date of the Prospectus.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)BofA, (ix)(i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 purchase, lend, or otherwise transfer or dispose ofof any Units, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received , Founder Shares, Warrants, public or retained as consideration under the Merger Agreementprivate, including or any securities held in escrow convertible into, or otherwise issued exercisable, or delivered after the Closing pursuant to the Merger Agreement (collectivelyexchangeable for, the “Restricted Securities”) Units, Class A Shares, Founder Shares, or Warrants or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted SecuritiesUnits, Class A Shares, Founder Shares or (iii) publicly disclose the intention to do any of the foregoingWarrants, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Units, Class A Shares, Founder Shares or Warrants or other securities, in cash or otherwise otherwise, or (y) release the Sponsor or any officer or director of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision. Clause (x) of the foregoing described in clauses sentence shall not apply to (i)A) the Initial Securities and the Option Securities to be sold hereunder, (iiB) the issuance and sale of the Private Placement Warrants, (C) 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 (iii), D) issuance of securities in connection with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Business Combination.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 120 days from the date of the Closing and ending six (6) months following Prospectuses, the date Selling Stockholder will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxx Xxxxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise, PROVIDED, HOWEVER, that beginning on the 91st day after the date of the foregoing described Prospectuses, the Selling Stockholder may sell shares of Common Stock, in clauses one or more transactions, but only to the extent that (i), ) as of the time of any such sale the Selling Stockholder owns 10% or more of the total issued and outstanding Common Stock and (ii) such sale reduces the shares of Common Stock owned by the Selling Stockholder to an amount not less than 10,000 shares less than 10% of the total issued and outstanding common stock; PROVIDED, FURTHER, that Xxxxxx Xxxxxxx shall give the Selling Stockholder at least two business days' notice of any waiver of the restriction on sales by the Company contained in Section 3(viii) hereof and the Selling Stockholder shall be deemed to have been granted a waiver of this subsection 3(b)(i) on the same terms as any such waiver granted to the Company. The foregoing sentence shall not apply (x) to the Securities to be sold hereunder, or under the International Underwriting Agreement, or (iii), a “Prohibited Transfer”). If y) to any Prohibited Transfer is made deposit or attempted contrary withdrawal of Common Stock in or from the trust established pursuant to the provisions of this Voting Trust Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect or (z) to the Restricted Securities sale of any Common Stock by the Restricted Party until Selling Stockholder to the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Company.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date hereof and continuing to and including the date 30 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of Xxxxxx Xxxxxxx, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests of common stock of the Surviving Company or any equity interests securities convertible into or exercisable or exchangeable for common stock of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Company or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any common stock of the foregoingCompany, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities common stock of the Company or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any of 1) during the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Triangle Entities occurs, or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall automatically be extended and the restrictions under imposed by this Section 43(k) shall continue to apply 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, unless Xxxxxx Xxxxxxx waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) common stock issued or, for avoidance of doubt, purchased in the open market pursuant to the Company’s dividend reinvestment plan or in connection with grants awarded under the Company’ Amended and Restated 2007 Equity Incentive Plan, in each case in the ordinary course consistent with past practice.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxx Xxxxxxxx, directly or indirectly, (i) offer, lendsell, pledge, hypothecate, encumber, donate, assign, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase or otherwise transfer sell or dispose of(or announce any offer, directly sale, offer of sale, contract of sale, pledge, grant of any option to purchase or indirectly, other sale or disposition) of (a) any limited liability company interests shares of the Surviving Company Common Stock or any equity interests securities substantially similar thereto or (b) any other securities convertible into, or exchangeable or exercisable for, shares of Surviving Pubco Common Stock or securities substantially similar thereto, (including Surviving Pubco Class A Sharesii) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing (iiother than on Form S-8) or (iii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock or securities substantially similar thereto, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan. Xxxxx Xxxxxxxx agrees, for the benefit of the other Representatives, if applicable, not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2177(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Representatives. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus three (3) business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Stockholder will not, without the date prior written consent of each of the Closing (the “Lock-Up Period”), Representatives (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in clauses this clause (ix) shall continue to apply 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. Notwithstanding the foregoing, and subject to the conditions below, the Selling Stockholder may transfer the Securities without the prior written consent of the Representatives, provided that (i)) the Representatives receive a signed lock-up letter agreement, substantially in the form of Exhibit E hereto, for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (ii) any such transfer shall not involve a disposition for value, (iii) such transfers are not required to be reported in any public report or filing with the Commission, or otherwise (other than a filing on Form 5, Schedule 13D or Schedule 13G made after the expiration of the restricted period specified above) and (iv) such Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such transfers: (a) as a bona fide gift or gifts, (b) to any trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder (for purposes of this section 1(b)(ix), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (c) by will or intestate succession, (d) as a distribution to partners or stockholders or members of such Selling Stockholder or (e) to such Selling Stockholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Stockholder; provided, further, that such Selling Stockholder may sell Common Stock of the Company purchased by such Selling Stockholder on the open market following the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Commission, or otherwise, (ii) such Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such sales, (iii)) the transferee/donee agrees to be bound by the terms of the lock-up letter agreement substantially in the form of Exhibit E hereto (including, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary without limitation, the restrictions set forth in the preceding sentence) to the provisions of this Agreement, same extent as if the transferee/donee were a party thereto and (iv) such purported Prohibited Transfer shall be null and void ab initio, and Parent and Selling Stockholder notifies the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect Representatives at least two business days prior to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4proposed transfer or disposition.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)BofA, (ix)(i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 purchase, lend or otherwise transfer or dispose ofof any Units, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received , Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or retained as consideration under other warrants of the Merger AgreementCompany, including or any securities held in escrow convertible into, or otherwise issued exercisable or delivered after exchangeable for, Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or other warrants of the Closing pursuant to the Merger Agreement (collectivelyCompany, the “Restricted Securities”) or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or publicly disclose the intention of undertaking any of the foregoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Restricted SecuritiesUnits, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or (iii) publicly disclose the intention to do any other warrants of the foregoingCompany, whether any such swap, agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants, other warrants of the Company or other securities, in cash or otherwise or (y) release the Sponsor or any officer, director or director nominee of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision. Clause (x) of the foregoing described in clauses sentence shall not apply to (i)A) the Initial Securities and the Option Securities to be sold hereunder, (iiB) the issuance and sale of the Private Placement Warrants, (C) registration of the resale of Founder Shares, Private Placement Warrants or Class A Shares issuable upon exercise or conversion, as the case may be, of the Private Placement Warrants or the Founder Shares under the 1933 Act pursuant to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement or (iii)D) the offer, sale or issuance of securities in connection with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Business Combination.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company or its directors or executive officers, will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, sell, offer, contract or grant any limited liability company interests option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A SharesRule 16a-1(h) received or retained as consideration under the Merger AgreementExchange Act, including securities held in escrow or otherwise issued dispose of or delivered after transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the Closing pursuant to disposition of), or announce the Merger Agreement (collectivelyoffering of, the “Restricted Securities”) or file any registration statement under the Securities Act with in respect of, any shares of Common Stock, options or warrants to acquire shares of the Restricted Securities, Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any shares of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities shares of Common Stock or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) any Common Stock issued by the Company in the Concurrent Offering or (B) any awards based on Common Stock granted by the Company to the Manager, the Company’s officers or directors or any persons employed by Starwood Capital under any of the foregoing Company’s equity incentive plans, in each case, as described in clauses the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i)1) during the last 17 days of the 180-day restricted period described above the Company issues an earnings release or material news or a material event relating to the Company occurs, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 180-day restricted period described above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this Agreementclause (m) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event as applicable, unless the Representatives waive, in writing, such purported Prohibited Transfer shall be null restrictions. The Company will provide the Representatives and void ab initio, and Parent and each individual subject to the Company shall refuse restricted periods pursuant to recognize the lockup letters described in section 6(j) with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company shall not, without the prior written consent of the Representative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 purchase, lend or otherwise transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs pursuant to the Company’s share incentive plan, duly adopted by the board of directors of the foregoing described Company in clauses 2007 (ithe “Share Incentive Plan”), (ii) or (iii)provided that, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to clause (B) above, the Restricted Securities holders of such Ordinary Shares or ADSs shall not be permitted to transfer such Ordinary Shares or ADSs during the Restricted Party until Lock-Up Period. Notwithstanding the end foregoing, if (1) during the last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (k) shall continue to apply 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, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco securities convertible into or exercisable or exchangeable for Common Stock (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Convertible Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing; or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder, (B) sales of the foregoing described Company’s 8.50% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) or a new series of preferred stock that has a limited conversion right similar to the Series A Preferred Stock but is not generally convertible or exchangeable into shares of Common Stock, or (C) the issuance by the Company of shares of Common Stock or Convertible Securities in connection with acquisitions of additional assets; provided, however, that with respect to (C), (1) the aggregate number of shares of Common Stock (x) issued in connection with such acquisitions or (y) issued upon the conversion, exercise or exchange of Convertible Securities shall be no more than 19.9% of the Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement, (2) any shares of Common Stock issued in connection with such acquisitions shall be subject to the restrictions set forth in clauses (i), ) and (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to above for the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee duration of the Restricted Period, and (3) any shares of Common Stock issued upon the conversion, exercise or exchange of Convertible Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect shall be subject to the Restricted Securities restrictions set forth in clauses (i) and (ii) above for the duration of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Ordinary Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Ordinary Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingOrdinary Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) issuances of Ordinary Shares, options, warrants or other convertible or exchangeable securities relating to Ordinary Shares, in connection with any merger, acquisition, business combination or other strategic or commercial relationship, to a third party or group of third parties, in an amount not to exceed 10% of the Company’s fully diluted shares outstanding immediately after giving effect to the offering of the Securities contemplated thereby, as consideration in connection with acquisitions by the Company or any of its subsidiaries; provided however, that any Ordinary Shares, options, warrants or other convertible or exchangeable securities relating to the foregoing Ordinary Shares issued in connection with any merger, acquisition, business combination or other strategic or commercial relationship to a third party or group of third parties, shall be subject to the 90-day lockup period as described in clauses the first sentence of this Section 3(i). Notwithstanding the foregoing, unless if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such extension; provided, however, that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the 90-day restricted period, (A) the Company delivers a certificate to Xxxxxxx Xxxxx, signed by its Chief Financial Officer or Chief Executive Officer, certifying on behalf of the Company that (i) the Ordinary Shares are “actively traded securities” (as defined in Regulation M), (ii) or the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the 1933 Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to ) the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for published or distributed by any of the Restricted Securities reflecting underwriters during the restrictions under this Section 415 days before or after the last day of the 90-day restricted period (before giving effect to such extension), and (B) Xxxxxxx Xxxxx concurs, in its reasonable judgment, with such certification.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six Prospectus, the Company will not, without (6a) months following the date prior written consent of two out of the Closing three Representatives (such waiving Representatives, the “Waiver Representatives” and the Representative that is not a Waiver Representative, the “Non-Waiver Representative”) and (b) having provided (1) notice to the Non-Waiver Representative at the same time a waiver request was provided to the Waiver Representatives and (2) notice when the Waiver Representatives granted such waiver to the Non-Waiver Representative (clauses (a) and (b) together the “Lock-Up PeriodWaiver Requirement”), (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or equity awards with respect to shares of Common Stock granted pursuant to employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any registration statement on Form S-8 or a successor form thereto with respect to any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (F) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i)) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iii)iv) other strategic transactions, a “Prohibited Transfer”). If any Prohibited Transfer is made provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or attempted contrary exchange of securities (on an as-converted or as-exercised basis, as the case may be) issued pursuant to the provisions of this Agreement, such purported Prohibited Transfer clause (F) shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee not exceed 5% of the Restricted Securities as one total number of its equity holders for any purpose. In order to enforce this Section 4, Parent shares of Common Stock issued and outstanding immediately following the Company may impose stop-transfer instructions with respect to the Restricted Securities issuance and sale of the Restricted Party until Initial Securities at the end Closing Time pursuant hereto; and provided, further, that each recipient of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute a lock-up agreement substantially in the Lock-Up Period, as well as include customary legends on any certificates for any form of the Restricted Securities reflecting the restrictions under this Section 4Exhibit B hereto.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during For the period from the date of the Closing and ending six (6) months following the date of the Closing specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities, the Ordinary Shares underlying the Securities, or any securities convertible into or exchangeable or exercisable for any of its Securities or Ordinary Shares (“Lock-Up Securities”): (i) offer, lendsell, pledge, hypothecate, encumber, donate, assign, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (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, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Lock-Up Securities, (iiiii) enter into any swap swap, hedge or any other arrangement agreement that transfers to anothertransfers, in whole or in part, the economic consequence 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 Restricted meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or (iii) publicly disclose the intention to do take any such action, without the prior written consent of the foregoingRepresentatives, whether any such transaction described and to cause each officer, director and shareholder of the Company set forth on Schedule F hereto to furnish to the Representatives, prior to the First Closing Date, a letter or letters, substantially in clauses the form of Schedule E-1 (i), (iiin the case of officers and directors) or E-2 (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any the case of the foregoing described in clauses Selling Shareholders) hereto (i), (ii) or (iii), a the “Prohibited TransferLock-Up Agreements”). If any Prohibited Transfer is made 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 attempted contrary 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 provisions Company occurs or (2) prior to the expiration of this Agreementthe 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 purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with notice of any such purported transferee announcement described in clause (2) of the Restricted Securities as one of its equity holders for any purpose. In order preceding sentence that gives rise to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end an extension of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date hereof and continuing to and including the date 30 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of KBW, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly of any debt securities issued or indirectly, any limited liability company interests of guaranteed by the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including exercisable or exchangeable for debt securities held in escrow or otherwise issued or delivered after guaranteed by the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Company or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, debt securities issued or (iii) publicly disclose guaranteed by the intention to do any of the foregoingCompany, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities debt securities issued or guaranteed by the Company of the Company or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any of 1) during the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Triangle Entities occurs, or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall automatically be extended and the restrictions under imposed by this Section 43(k) shall continue to apply 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, unless KBW waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) any post-effective amendments to the Registration Statement.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco securities convertible into or exercisable or exchangeable for Common Stock (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Lockup Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any of the foregoing such swap, agreement or other transaction described in clauses (i) and (ii), provided, however, that the foregoing shall not prohibit the filing by the Company of any registration statement on Form S-3 and a prospectus for an “at-the-market” offering program either with such Form S-3 or separately, provided that no Lockup Securities are issued pursuant to such registration statement or “at-the-market” offering prospectus, in each case during the 90 day period from the date of the Prospectus. The foregoing sentence shall not apply to (iiA) the Securities to be sold hereunder; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a convertible security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Stock 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 Prospectus; (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to E) the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and filing by the Company shall refuse to recognize of any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends registration statement on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Form S-8 or a successor form thereto.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants thatDuring a period of 90 days from the Closing Time, it the Company will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assignpledge, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the Securities Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Final Prospectuses, (C) any Common Shares issued or options to purchase Common Shares or other awards redeemable or exchangeable for Common Shares granted pursuant to existing employee benefit plans or equity incentive plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Final Prospectuses; (i)D) any Common Shares issued pursuant to any existing non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Final Prospectuses; (iiE) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary F) transfers of Common Shares to the provisions Company for the primary purpose of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize satisfying any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions tax or other governmental withholding obligation with respect to Common Shares issued upon the Restricted exercise of an option or warrant or the conversion of a security. The Company will not qualify a prospectus under Canadian Securities Laws or file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is not permitted pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans or with the prior written consent of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Representative.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectuses, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the 1933 Act or prospectus under Canadian Securities Act Laws with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectuses, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectuses or (D) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectuses. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this clause (i)) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, (ii) or (iii)unless Xxxxxxx Xxxxx waives, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or such other securities, in cash or otherwise (any otherwise. Notwithstanding the foregoing, such Selling Shareholder may transfer the Lock-Up Securities without the prior written consent of the foregoing described in clauses Xxxxxxx Xxxxx (i)) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder, (ii) as a distribution to shareholders of such Selling Shareholder, or (iii)) to such Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Shareholder, provided, however, that (1) Xxxxxxx Xxxxx receives a “Prohibited Transfer”)signed lock-up agreement for the balance of the lockup period from each trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Commission, or otherwise and (4) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers. If Furthermore, such Selling Shareholder may sell Ordinary Shares of the Company purchased by such Selling Shareholder on the open market after the Closing Time if and only if (1) such sales are not required to be reported in any Prohibited Transfer is made public report or attempted contrary filing with the Commission, or otherwise and (2) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such sales. The foregoing sentence shall not apply to the provisions Securities to be sold hereunder. Notwithstanding the foregoing, if (1) during the last 17 days of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the 180-day restricted period the Company shall refuse issues an earnings release or material news or a material event relating to recognize any such purported transferee the Company occurs or (2) prior to the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4180-day restricted period, Parent and the Company may impose stopannounces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party 180-day restricted period, the restrictions imposed in this clause (xvii) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Barclays, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco securities convertible into or exercisable or exchangeable for Common Shares (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Lock-Up Securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i), (ii1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end expiration of the Lock-Up Period, as well as include customary legends the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on any certificates for any the last day of the Restricted Securities reflecting Lock-Up Period, the restrictions under imposed in this Section 4clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Barclays waives, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), neither the Company nor any Selling Shareholder shall, without the prior written consent of the Representative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (any A) the Ordinary Shares or ADSs to be sold hereunder, (B) the transactions by the Company with the prior written consent of the foregoing described Representative, and (C) any issuance of Ordinary Shares or ADSs pursuant to the Company’s share incentive plan, duly adopted by the board of directors of the Company in clauses 2007 (i), (ii) or (iii), a the “Prohibited TransferShare Incentive Plan”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement; provided that, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to clause (C) above, the Restricted Securities holders of such Ordinary Shares or ADSs shall not be permitted to transfer such Ordinary Shares or ADSs during the Restricted Party until Lock-Up Period. Notwithstanding the end foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Subsection (k) shall continue to apply 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 well as include customary legends on applicable, unless the Representative waives, in writing, such extension. If any certificates for obligation of any of the Restricted Securities reflecting the restrictions Company’s directors, officers, shareholders or institutional investors under this Section 43(k) or lock-up agreements entered into pursuant to Section 5(q) hereof is released, the obligation of the Selling Shareholders under this Section 3(k) will also be released on a pro rata basis. A transfer of Ordinary Shares or ADSs by a Selling Shareholder to an affiliate of such Selling Shareholder may be made prior to the expiration of the Lock-Up Period without prior consent from the Representative; provided that the transferee agrees in writing to be bound by the terms of this Section 3(k) and such transfer does not involve a disposition for value.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing Prospectus, the Company will not, without the prior written consent of Xxxxxxx Xxxxx and ending six (6) months following the date of the Closing (the “Lock-Up Period”)UBS, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses (i)the Prospectus, and any registration related thereto, (iiD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto, or (iii)E) any shares of Common Stock issued to directors in lieu of directors' fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such 90-day period the Company issues an earnings release or material news or a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary material event relating to the provisions Company occurs; or (2) prior to the expiration of this Agreementsuch 90-day period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company announces that it will release earnings results during the 16-day-period beginning on the last day of such 90-day period, the restrictions imposed by this letter shall refuse continue to recognize any such purported transferee apply until the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and 18-day period beginning on the Company may impose stop-transfer instructions with respect to the Restricted Securities issuance of the Restricted Party until earnings release or the end occurrence of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted foregoing (collectively, the "Lock-up Securities, ") or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any of otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder and, notwithstanding the foregoing described in clauses (i)sentence, (ii) the Selling Shareholder may offer, sell, contract to sell, purchase, contract to purchase, transfer or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end otherwise dispose of the Lock-Up PeriodSecurities without the prior written consent of Xxxxxxx Xxxxx, Deutsche Bank, Xxxxxx Brothers and UBS, in each case in its capacity as well Representative, (i) as include customary legends on a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any certificates trust for any the direct or indirect benefit of the Restricted Securities reflecting undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions under this Section 4set forth herein, and provided further that any such transfer shall not involve a disposition for value.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during For the period from the date of the Closing and ending six (6) months following the date of the Closing specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its ADSs, Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of its ADSs or Ordinary Shares (“Lock-Up Securities”): (i) offer, lendsell, pledge, hypothecate, encumber, donate, assign, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (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, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Lock-Up Securities, (iiiii) enter into any swap swap, hedge or any other arrangement agreement that transfers to anothertransfers, in whole or in part, the economic consequence 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 Restricted meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or (iii) publicly disclose the intention to do take any such action, without the prior written consent of the foregoingRepresentatives and to cause each officer, whether any such transaction described in clauses director and shareholder of record (i)and, (ii) if different, each person with shared or (iii) above is sole power to be settled by delivery dispose of Restricted Securities in cash or otherwise (any direct the disposition of the foregoing described in clauses Lock-up Securities) of the Company (i)each such officer, (iidirector, shareholder or person with dispositive power is set forth on Schedule E hereto) or (iii)to furnish to the Representatives, prior to the First Closing Date, a letter or letters, substantially in the form of Schedule D hereto (the “Prohibited TransferLock-Up Agreements”). If any Prohibited Transfer is made The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the public offering date set forth in the Final Prospectus or attempted contrary 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 provisions Company occurs or (2) prior to the expiration of this Agreementthe 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 purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with notice of any such purported transferee announcement described in clause (2) of the Restricted Securities as one of its equity holders for any purpose. In order preceding sentence that gives rise to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end an extension of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the ADSs and Brazilian Shares to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus, or (D) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (i)) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, (ii) or (iii)unless the Representatives waive, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing this Agreement (the “"Lock-Up Period”"), the Company shall not, without the prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses (i)Company, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, provided that such purported Prohibited Transfer options shall not be null and void ab initioexercisable during such 180-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purposeRepresentative, which consent shall not be unreasonably withheld. In order to enforce this Section 4Notwithstanding the foregoing, Parent and if (1) during the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (k) shall continue to apply 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, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any of otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder and, notwithstanding the foregoing described in clauses (i)sentence, (ii) the Selling Shareholder may offer, sell, contract to sell, purchase, contract to purchase, transfer or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end otherwise dispose of the Lock-Up PeriodSecurities without the prior written consent of Xxxxxxx Xxxxx, Deutsche Bank, Xxxxxx Brothers and UBS, in each case in its capacity as well Representative, (i) as include customary legends on a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any certificates trust for any the direct or indirect benefit of the Restricted Securities reflecting undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions under this Section 4set forth herein, and provided further that any such transfer shall not involve a disposition for value.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Fund will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A securities convertible into or exercisable or exchangeable for Common Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) ; or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder or (B) Common Shares issued or, for avoidance of doubt, purchased in the open market pursuant to the Plan or (C) share repurchases in accordance with applicable law. The Investment Manager will institute, and use its commercially reasonable best efforts to enforce, trading restrictions through its personal securities trading preclearance system to restrict each purchaser that is a current officer or employee of the Investment Manager, or an immediate family member of an employee of the Investment Manager for whom the employee must pre-clear trades pursuant to the Investment Manager’s internal policies (collectively, the “Restricted Group”), from selling or otherwise disposing of Common Shares during the period ending 180 days after the date of the Prospectus (the “Restricted Group Period”) unless the Representatives provide their prior written consent on behalf of the Underwriters. The foregoing described in clauses sentence shall not apply to (i)) transactions relating to Common Shares or other securities acquired in open market transactions after the completion of the public offering of the Securities, provided that no filing under Section 16(a) of the 1934 Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Shares or other securities acquired in such open market transactions, (ii) transfers of Common Shares or any security convertible into Common Shares as a bona fide gift, (iii) distributions of Common Shares or any security convertible into Common Shares to limited partners or stockholders of the Restricted Group, provided that in the case of any transfer or distribution pursuant to clause (ii) or (iii), no filing under Section 16(a) of the 1934 Act, reporting a “Prohibited Transfer”). If any Prohibited Transfer is reduction in beneficial ownership of Common Shares, shall be required or shall be voluntarily made during the Restricted Group Period, or attempted contrary (iv) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Fund pursuant to Rule 10b5-1 under the 1934 Act for the transfer of Common Shares, provided that (A) such plan does not provide for the transfer of Common Shares during the Restricted Group Period and (B) to the provisions extent a public announcement or filing under the 1934 Act, if any, is required of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee or voluntarily made by or on behalf of the Restricted Securities as one Group or the Fund regarding the establishment of its equity holders such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan during the Restricted Group Period. If, at the Fund’s request, the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 5(j) hereof for any purpose. In order officer of the Fund and provide the Fund with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Fund agrees to enforce this Section 4, Parent announce the impending release or waiver by a press release substantially in the form agreed to by the Fund and the Company may impose stop-transfer instructions with respect to Representatives through a major news service at least two business days before the Restricted Securities effective date of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4release or waiver.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Shareholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Wachovia, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or otherwise transfer or dispose ofof (or enter into any swap or any other agreement or transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the such Selling Shareholder or any person or entity controlled by or acting on behalf of such Selling Shareholder or any person in privity with such Selling Shareholder or any person or entity controlled by or acting on behalf of such Selling Shareholder), directly or indirectly, any limited liability company interests including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Surviving Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission promulgated thereunder (the "1934 Act Regulations") with respect to, any shares of Common Stock or other capital stock of the Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for any such Common Stock or other capital stock, including securities held in escrow whether now owned or otherwise issued hereafter acquired by such Selling Shareholder or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to which such Selling Shareholder has or hereafter acquires the Restricted Securitiespower of disposition, for a period beginning on and including the date of this Agreement through and including the date which is 180 days after the date of this Agreement (iithe "Lock-Up Period") enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the announce an intention to do any of the foregoing, whether effect any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of during the Lock-Up Period, as well as include customary legends on any certificates for except that the foregoing provisions of this paragraph shall not apply to (A) the Securities sold by such Selling Shareholder pursuant to this Agreement, (B) shares of Common Stock distributed by such Selling Shareholder to any of its partners who have theretofore executed and delivered to Wachovia a lock-up agreement substantially in the Restricted Securities reflecting form attached as Exhibit B-1 to this Agreement (provided that such agreement shall be reasonably satisfactory in form and substance to Wachovia), or (C) the restrictions under this Section 4transfer of Common Stock by gift to any person or entity, provided that (1) prior to or contemporaneously with such transfer, the transferee executes and delivers to Wachovia an agreement substantially in the form of Exhibit B-1 hereto (provided that such agreement shall be reasonably satisfactory in form and substance to Wachovia), (2) neither the transferor or the transferee shall publicly disclose the transfer, except to the extent required by law, and (3) neither the transferor nor the transferee shall be required to file, or shall file, a Form 3, Form 4 or Form 5 with the Commission during the Lock-Up Period in connection with such transfer.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up "Restricted Period”"), the Company will not, without the prior written consent of Keefe Bruyette, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sellcontrxxx xo xxxx, sell xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Prospectus or incorporated by reference therein, or (D) any transfer, sale or other disposition with the prior written consent of Keefe Bruyette. Keefe Bruyette agrees, for the benefit of the other Rexxxxxnxxxxxxx, ix xxxlxxxxxx, not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Representatives. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus three (3) business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the period from the date of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 43, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 43.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of ninety (90) days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up "Restricted Period”"), the Company will not, and will cause its directors and executive officers, except for Xxx X. Xxxxx and Xxxxxx X. Xxxxxxx, to enter into letter agreements in form and substance satisfactory to the Representatives and counsel for the Underwriters committing that they will not, without the prior written consent of Xxxxxxx Rice, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 purchase, or otherwise transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or (ii) enter into any swap or any other arrangement agreement or transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted under the current employee benefit plans of the foregoing Company, (C) the issuance by the Company of shares of Common Stock in exchange for or upon conversion of outstanding securities of the Company that are described in clauses (i)the Registration Statement or the Prospectus in accordance with their terms, (iiD) the issuance of shares of capital stock of the Company in connection with acquisitions made in the ordinary course of business or (iii)E) the filing with the Commission of a universal shelf registration statement on Form S-3 covering the registration of $350,000,000 of the Company's securities under the 1933 Act. Notwithstanding the foregoing, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to if (1) during the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee last eighteen (18) days of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and Period the Company may impose stop-transfer instructions with respect issues an earnings release or (2) prior to the Restricted Securities expiration of the Restricted Party until Period the end of Company announces that it will release earnings results during the Lock16-Up Period, as well as include customary legends day period beginning on any certificates for any the last day of the Restricted Securities reflecting Period, the restrictions under imposed by this Section 43(i) shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90-days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc., (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly of any ADSs or indirectly, any limited liability company interests of the Surviving Company Ordinary Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued exchangeable for ADSs or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Ordinary Shares or file any registration statement (other than a registration statement on Form S-8 pursuant to clause (F) of this Section 2(i)) under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, ADSs or (iii) publicly disclose the intention to do any of the foregoingOrdinary Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities ADSs or Ordinary Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder and the Shares to be deposited with the Depositary in connection therewith, (B) any ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued, or share options, free shares (actions gratuites) and warrants to purchase ADSs or Ordinary Shares granted, pursuant to existing equity-based employee compensation plans of the foregoing described Company referred to in clauses (i)the Registration Statement, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent General Disclosure Package and the Company shall refuse to recognize Prospectus or any such purported transferee equity-based employee compensation plan of the Restricted Securities as one Company approved by the shareholders of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stopat the Company’s Annual General Meeting, provided that, any securities under this clause (C) shall constitute “Lock-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end Up Securities” for purposes of the Lock-Up PeriodAgreement on Exhibit B, as well as include customary legends on (D) any certificates for any ADSs or Ordinary Shares issued, or share options, free shares (actions gratuites) and warrants to purchase ADSs or Ordinary Shares granted, pursuant to existing equity-based non-employee compensation plans of the Restricted Securities reflecting Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or any equity-based non-employee compensation plan of the Company approved by the shareholders of the Company at the Company’s Annual General Meeting, provided that, any securities under this clause (D) shall constitute “Lock-Up Securities” for purposes of the Lock-Up Agreement on Exhibit B, (E) ADSs, Ordinary Shares or other securities issued by the Company in connection with joint ventures, commercial relationships or other strategic transactions, provided that (x) the aggregate number of securities issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered ADSs at the Closing Time pursuant hereto and (y) and such securities issued pursuant to this clause (E) during the 90-day restricted period described above shall be subject to the restrictions described in Exhibit B for the remainder of such restricted period and the recipient of any such securities shall enter into an agreement substantially in the form of Exhibit B attached hereto or (F) the filing by the Company of a registration statement on Form S-8 covering the registration of securities issued, or to be issued, to employees, directors and/or consultants of the Company under this Section 4(i) existing equity-based compensation plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (ii) new equity-based compensation plans approved by the shareholders of the Company at the Company’s Annual General Meeting.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing this Agreement (the “Lock-Up Period”), the Company shall not, without the prior written consent of the Representatives, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company pursuant to a share incentive plan of the foregoing described in clauses (i)Company duly adopted as of the date hereof, (ii) provided that such Ordinary Shares or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made ADSs shall not be sold or attempted contrary to otherwise transferred by the provisions of this Agreement, holders thereof during such purported Prohibited Transfer shall be null and void ab initio180-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purposeRepresentatives, which consent shall not be unreasonably withheld. In order to enforce this Section 4Notwithstanding the foregoing, Parent and if (1) during the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (k) shall continue to apply 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, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Company will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any limited liability company interests Common Shares of the Surviving Company or any equity interests of Surviving Pubco securities convertible into or exchangeable or exercisable for Common Shares, whether now owned or hereafter acquired (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”upon exercise of options currently held) or file any registration statement under the Securities 1933 Act (provided, however, that this restriction on filing of any registration statement shall not apply to (a) a registration statement on Form S-8 or (b) an amendment to the existing Registration Statement on Form S-3 (No. 333-110190) or a new registration statement replacing such existing registration statement substantially similar thereto to effect an increase in the amount registered, proposed maximum aggregate offering price or offering price per security or registration fees thereunder, provided, further, that this clause shall not permit the actual offering, “take down” or sale of any such Restricted Shares (as defined below) during such 90-day period) with respect to any of the foregoing (all such Common Shares, the “Restricted Securities, Shares”) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingShares, whether any such swap or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder, (B) options to purchase Common Shares issued to, or grants of restricted Common Shares made to employees or non-employee directors pursuant to employee and non-employee director equity compensation plans of the foregoing Company in existence on the date hereof and described in clauses the Prospectus, (iC) any Common Shares issued by the Company upon the conversion or exercise of options or restricted shares, as the case may be, outstanding on the date hereof or granted pursuant to subclause (B) of this clause (j) or upon the exercise of warrants outstanding on the date hereof, (D) issuance of preference shares in accordance with the purchase price adjustments set forth in the subscription agreement entered into in connection with the capital infusion (as described in the Prospectus), (iiE) the conversion of preference shares outstanding on the date hereof or granted pursuant to subclause (D) of this clause (j) and any Common Shares issued by the Company upon any such conversion, (F) Common Shares sold pursuant to the Company’s existing employee share purchase plan, or (iii), G) Common Shares or securities convertible into Common Shares issued as consideration in any business combination or acquisition with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to third party approved by the provisions Board of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Directors.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow amend or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file supplement any registration statement under the Securities 1933 Act with respect to effecting any of the Restricted foregoing (other than with respect to the Securities, ) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses (i), (ii) the Prospectus or (iii), a “Prohibited Transfer”). If D) any Prohibited Transfer is made or attempted contrary shares of Common Stock issued by the Company pursuant to the provisions dividends or distributions payable to holders of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Common Stock generally consistent with expectations disclosed by the Company shall refuse to recognize any such purported transferee in the Registration Statement, Prospectus and General Disclosure Package or (E) registration statements on Form S-8. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and 60-day restricted period the Company may impose stop-transfer instructions with respect issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs or (2) prior to the expiration of the Restricted Party 60-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Company will not, during the for a period of twelve (12) months from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), (i) without the prior written consent of the Underwriter, directly or indirectly offer, lend, pledge, hypothecate, encumber, donatesell, assign, selltransfer, pledge, contract to sell, sell or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than (i) the Company’s sale of the Shares hereunder, (ii) the issuance of shares of Common Stock or options to acquire Common Stock pursuant to the Company’s equity incentive plans, employee benefit plans, qualified stock option plans or contract other employee compensation plans as such plans are in existence on the date hereof and described in the Base Prospectus, Prospectus Supplement or Prospectus, and (iii) the issuance of Common Stock pursuant to purchasethe valid exercises of options, purchase any option warrants, rights or convertible securities outstanding on the date hereof. The Company will cause each executive officer and director and other persons holding securities of the Company listed in Schedule II to furnish to the Underwriter, prior to the Closing Date, a letter, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree, among other things, not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock, including securities held not to engage in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other agreement or arrangement that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence risk of ownership of Common Stock or any such securities and not to engage in any short selling of any Common Stock or any such securities, during the Restricted Securities, or six (iii6) publicly disclose months from the intention to do any date of the foregoing, whether any such transaction described in clauses Prospectus (ithe “Insider Lock-Up Period”), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any without the prior written consent of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”)Underwriter. If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the The Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of also agrees that during the Lock-Up Period, as well as include customary legends on the Company will not file any certificates registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans or a registration statement filed pursuant to the exercise by Brean Capital, LLC of its demand registration right set forth in Section 4.1 of that certain Common Stock Purchase Warrant for the purchase of 20,313 shares of Common Stock. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Restricted Securities reflecting Lock-Up Period or the Insider Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period or the Insider Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period or Insider Lock-Up Period, the restrictions under imposed by this Section 4paragraph (n) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, such Selling Stockholder will not, without the Closing and ending six (6) months following the date prior written consent of the Closing (the “Lock-Up Period”)Mxxxxxx Lxxxx, directly or indirectly, (iA) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of or otherwise dispose of or transfer or dispose of, directly or indirectly, any limited liability company interests shares of the Surviving Company Common Stock or any equity interests securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement disposition (collectively, the “Restricted Selling Stockholder Lock-Up Securities”) ), or file or cause to be filed, any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Selling Stockholder Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise (any of the otherwise. The foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary sentence shall not apply to the provisions of this AgreementSecurities to be sold hereunder. Notwithstanding the foregoing, and subject to the conditions below, such purported Prohibited Transfer shall be null and void ab initio, and Parent and Selling Stockholder may transfer the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Selling Stockholder Lock-Up PeriodSecurities in the transactions listed as (A)-(D) below without the prior written consent of Mxxxxxx Lxxxx, provided that (1) Mxxxxxx Lxxxx receives a signed lock-up agreement for the balance of the 90-day lock-up period (and any extension thereof, as well provided below) from each donee, trustee, distributee, or transferee, as include customary legends on the case may be, (2) any certificates such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission or otherwise during the 90-day lock-up period (or any extension thereof, as provided below), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the 90-day lock-up period (or any extension thereof, as provided below): (A) as a bona fide gift or gifts; (B) to any trust for the direct or indirect benefit of the Restricted Securities reflecting undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); (C) as a distribution to limited partners or stockholders of the undersigned, if the undersigned is a partnership or corporation; or (D) to such Selling Stockholder’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Notwithstanding the foregoing, if (A) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or there is a public announcement of material news or a material event relating to the Company, or (B) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company which is reasonably likely to be publicly announced during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions under imposed by this Section 4clause (ix) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event, as applicable.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of ninety days from the date of this Agreement, the Closing and ending six (6) months following Company shall not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, ) any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses (i)Company, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, provided that such purported Prohibited Transfer options shall not be null and void ab initioexercisable during such ninety-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Representatives, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4which consent shall not be unreasonably withheld.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Series A Shares or any securities convertible into or exercisable or exchangeable for or repayable with Series A Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Series A Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Series A Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Series A Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply 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, unless the Representatives waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will notUnless otherwise agreed to by KBW, during the period from (the “Restricted Period”) ending 90 days after the date of the Closing and ending six (6final Prospectus filed with the Commission pursuant to Rule 424(b) months following of the 1933 Act or if no filing under Rule 424(b) is made, the date of the Closing (final Prospectus included in the “Lock-Up Period”)Registration Statement when declared effective under the 1933 Act, the Selling Shareholder will not, without the prior written consent of KBW, on behalf of the Underwriters, directly or indirectly, (i) offer, lendsell, pledge, hypothecate, encumber, donate, assign, offer to sell, contract to sell, sell any option or contract to purchasehedge, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase or otherwise transfer or dispose of(or announce any offer, directly sale, offer of sale, contract of sale, hedge, pledge, grant of any option to purchase or indirectlyother transfer or disposition) of any shares of Common Stock, any limited liability company interests of securities substantially similar to the Surviving Company Common Stock (“Other Securities”), or any equity interests other securities convertible into, or exercisable or exchangeable for, shares of Surviving Pubco Common Stock or such Other Securities, beneficially owned (including Surviving Pubco Class A Shares) received or retained as consideration within the meaning of Rule 13d-3 under the Merger Agreement, including securities held in escrow 0000 Xxx) by the undersigned on the date hereof or otherwise issued or delivered after the Closing pursuant to the Merger Agreement hereafter acquired; (collectively, the “Restricted Securities”ii) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing; or (iiiii) enter into any swap or other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Common Stock or Other Securities, or (iii) publicly disclose the intention to do any other securities convertible into, or exercisable or exchangeable for, shares of the foregoingCommon Stock or such Other Securities, whether any such swap or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock or Other Securities, or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock or such Other Securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock delivered by the Selling Shareholder due to the exercise of an option, right or warrant or the conversion of a security, in each case outstanding on the date hereof and referred to in the Prospectus or (C) any options or rights to purchase Common Stock granted pursuant to the terms of existing employee or non-employee director benefit plans of the foregoing described Company referred to in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purposeProspectus. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.event that:

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose ofof any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than (i) pursuant to equity incentive plans existing on the date of this Agreement, directly (ii) upon the conversion, exercise or indirectlyexchange of convertible, any limited liability company interests exercisable or exchangeable securities outstanding as of the Surviving Company date of this Agreement or any equity interests of Surviving Pubco (including Surviving Pubco Class A Sharesiii) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to any existing “earn-out” or similar provisions contained in any agreement to which the Merger Agreement (collectively, Company is a party as of the “Restricted Securities”date of this Agreement) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (except for the filing of a registration statement on Form S-8 with respect to the additional shares of Common Stock issuable under the Company’s Amended and Restated 2008 Stock Omnibus Equity Compensation Plan as a result of the approval of the amendment and restatement thereof by the Company’s stockholders on December 3, 2014) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in clauses this clause (i)) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, (ii) or (iii)unless Xxxxxxx Xxxxx waives, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Shareholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Wachovia, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or otherwise transfer or dispose ofof (or enter into any swap or any other agreement or transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Selling Shareholder or any person or entity controlled by or acting on behalf of such Selling Shareholder or any person in privity with such Selling Shareholder or any person or entity controlled by or acting on behalf of such Selling Shareholder), directly or indirectly, any limited liability company interests including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Surviving 1934 Act and the 1934 Act Regulations with respect to, any shares of Common Stock or other capital stock of the Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for any such Common Stock or other capital stock, including securities held in escrow whether now owned or otherwise issued hereafter acquired by such Selling Shareholder or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to which such Selling Shareholder has or hereafter acquires the Restricted Securitiespower of disposition, for a period beginning on and including the date of this Agreement through and including the date which is 90 days after the date of this Agreement (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities“Lock-Up Period”), or (iii) publicly disclose the announce an intention to do any of the foregoing, whether effect any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of during the Lock-Up Period, as well as include customary legends on any certificates for except that the foregoing provisions of this paragraph shall not apply to (A) the Securities sold by such Selling Shareholder pursuant to this Agreement, (B) shares of Common Stock distributed by such Selling Shareholder to any of its partners who have theretofore executed and delivered to Wachovia a lock-up agreement substantially in the Restricted Securities reflecting form attached as Exhibit B to this Agreement (provided that such agreement shall be reasonably satisfactory in form and substance to Wachovia), or (C) the restrictions under this Section 4transfer of Common Stock by gift to any person or entity, provided that (1) prior to or contemporaneously with such transfer, the transferee executes and delivers to Wachovia an agreement substantially in the form of Exhibit B hereto (provided that such agreement shall be reasonably satisfactory in form and substance to Wachovia), (2) neither the transferor or the transferee shall publicly disclose the transfer, except to the extent required by law, and (3) neither the transferor nor the transferee shall be required to file, or shall file, a Form 3, Form 4 or Form 5 with the Commission during the Lock-Up Period in connection with such transfer.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Company will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Wachovia, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or otherwise transfer or dispose ofof (or enter into any swap or any other agreement or transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company), directly or indirectly, any limited liability company interests including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Surviving 1934 Act and the 1934 Act Regulations with respect to, any shares of Common Stock or other capital stock of the Company or any equity interests securities convertible into or exercisable or exchangeable for Common Stock or other capital stock of Surviving Pubco the Company, or publicly announce an intention to effect any such transaction, for a period beginning on and including the date of this Agreement through and including the date which is 90 days after the date of this Agreement; provided that (including Surviving Pubco Class A SharesA) received or retained as consideration under the Merger Company may issue and sell Securities pursuant to this Agreement, including securities held in escrow or otherwise issued or delivered after (B) the Closing Company may issue and sell Common Stock and options to purchase Common Stock pursuant to any employee stock option plan as in effect on the Merger Agreement date of this Agreement, and (collectivelyC) the Company may issue Common Stock upon the exercise of stock options issued pursuant to any employee stock option plans as in effect on the date of this Agreement. Notwithstanding the foregoing, if (x) during the “Restricted Securities”) last 17 days of the 90-day restricted period the Company issues an earnings release or file any registration statement under the Securities Act with respect material news or a material event relating to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted SecuritiesCompany occurs, or (iiiy) publicly disclose prior to the intention to do any expiration of the foregoing90-day restricted period, whether any the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause shall continue to apply 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 the case may be, unless Wachovia waives, in writing, such transaction described in clauses extension; provided, however, that such extension will not apply if (i) within three business days prior to the 15th calendar day before the last day of the 90-day restricted period, and on the last day of such period, the Company delivers to Wachovia Capital Markets, LLC a certificate certifying that its shares of Common Stock are “actively traded securities” (as defined in Regulation M under the 1934 Act), (ii) or the Company meets the applicable requirements of Rule 139(a)(1) under the 1933 Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company shall refuse published or distributed by Wachovia during the 15 days after the last day of the 90-day restricted period (before giving effect to recognize such extension). The Company will provide the Underwriter and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(g) with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of this Agreement, such Selling Shareholder will not (and NavPart will cause NavPart II B.V. not to), without the Closing and ending six (6) months following the date prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any of otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder and, notwithstanding the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementsentence, such purported Prohibited Transfer shall be null and void ab initioSelling Shareholder (including NavPart II B.V.) may offer, and Parent and the Company shall refuse sell, contract to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order sell, purchase, contract to enforce this Section 4purchase, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end or otherwise dispose of the Lock-Up PeriodSecurities without the prior written consent of Xxxxxxx Xxxxx and CSFB, in each case in its capacity as well Representative, (i) as include customary legends on a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any certificates trust for any the direct or indirect benefit of the Restricted Securities reflecting undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions under set forth herein, and provided further that any such transfer shall not involve a disposition for value or (iii) in connection with the exercise of the Call Option or the Put Option pursuant to Section 6.2 of the Stock Purchase Agreement, dated as of March 18, 1999, by and among Koninklijke Philips Electronics N.V., NavPart I B.V. and NavPart II B.V. (the “SPA”) (as each such term in this Section 4clause (iii) is defined in the SPA).

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of forty five (45) days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise; provided, however, that (any of the foregoing described in clauses (i), (iiA) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stopoffer and issue its Common Stock under the Company’s Amended and Restated 2004 Stock Option and Incentive Plan (as amended) and (B) the Company may offer and issue Common Stock or Units in the Partnership as consideration for the Company’s or the Partnership’s acquisition of real property but only if, in the case of (B) above, the holders of such shares or Units agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or Units during such 45-transfer instructions with respect day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (1) during the last 17 days of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs or (2) prior to the expiration of the Restricted Party 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the For a period from of 90 days after the date of hereof, the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”), (i) Company will not offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any option United States dollar-denominated debt securities issued or contract guaranteed by the Company and having a maturity of more than one year from the date of issue, any shares of common stock of the Company or securities convertible into or exchangeable or exercisable for shares of common stock of the Company, or publicly disclose the intention to purchasemake any such offer, purchase sale, pledge, disposition or filing, without the prior written consent of Credit Suisse, except (i) the Optional Securities, (ii) the issuance of shares of Class A common stock by the Company upon conversion of the Offered Securities, (iii) the exercise of employee stock options outstanding of the date hereof or the exercise or conversion of options, warrants or convertible securities outstanding on the date hereof and (iv) the grant of additional employee stock options by the Company under plans existing and in effect on the date hereof or issuances of common stock of the Company pursuant to a “dividend or interest reinvestment plan” (as defined in Rule 405 under the Securities Act); provided, however, that the foregoing will not limit, prohibit or exclude the registration rights of the parties set forth in Section 1.2 (Piggy Back Registration Rights) of that certain Amended and Restated Stockholders Agreement, dated May 14, 2002, of the Company. The Company will not at any option or time offer, sell, contract to sell, grant any option, right or warrant to purchase pledge or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to cease to be applicable to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership offer and sale of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the For a period from of 180 days after the date of the Closing and ending six (6) months following Prospectus, the date of the Closing (the “Lock-Up Period”), Company will not (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 purchase, or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any with the Commission a registration statement under the Securities 1933 Act with respect relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to the Restricted Securitiesmake any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequence consequences of ownership of the Restricted Securities, Stock or (iii) publicly disclose the intention to do any of the foregoingsuch other securities, whether any such transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise, without the prior written consent of the foregoing described in clauses Representatives, other than (i)A) the Securities to be sold hereunder, (iiB) the Private Placement Securities issued by the Company or (iii), a “Prohibited Transfer”). If C) any Prohibited Transfer is made or attempted contrary shares of restricted Common Stock granted by the Company to the provisions Manager, employees of the Manager, the Company’s director nominees or the Company’s chief financial officer, in each case pursuant to the Company’s equity incentive plans upon completion of the offering of the Securities and the Private Placement Securities pursuant to this Agreement, such purported Prohibited Transfer shall be null and void ab initiothe Securities Purchase Agreement, and Parent the Warrants and the Company shall refuse to recognize any such purported transferee Unit Purchase Agreements, as applicable. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4180-day restricted period, Parent and the Company may impose stop-transfer instructions with respect issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs; or (2) prior to the expiration of the Restricted Party 180-day restricted period, the Company announces that it will release earnings results or material news or a material event relating to the Company occurs during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed by this clause (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests debt securities of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including exercisable or exchangeable for debt securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingdebt securities, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities debt securities or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any debt securities issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (C) the repayment by the Company of amounts due under its Loan and Security Agreement dated October 1, 2002, the purchase or redemption by the Company of the foregoing described in clauses Company’s 8-7/8% Senior Subordinated Notes due 2013, the cancellation by the Company of existing interest rate swap agreements (iincluding interest rate cap agreements), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the borrowing by the Company shall refuse to recognize any such purported transferee of amounts in the ordinary course of the Restricted Securities as one Company’s business, including the refinancing of its equity holders for any purpose. In order to enforce this Section 4, Parent existing indebtedness and credit facilities (and specifically including the Company may impose stop-transfer instructions with respect to the Restricted Securities refinancing or replacement of the Restricted Party until the end of the Lock-Up PeriodCompany’s Loan and Security Agreement dated October 1, as well as include customary legends on any certificates 2002 with a replacement credit facility, which may be for any of the Restricted Securities reflecting the restrictions under this Section 4a higher principal amount).

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of ninety days from the date of this Agreement, the Closing and ending six (6) months following Company shall not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses (i)Company, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, provided that such purported Prohibited Transfer options shall not be null and void ab initioexercisable during such ninety-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Representative, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4which consent shall not be unreasonably withheld.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date of the Closing Prospectus and ending six (6) months following continuing to and including the date 90 days after the date of the Closing (the “Lock-Up Period”)Prospectus, (i) such Selling Shareholder will not, directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests shares of Common Stock of the Surviving Company Company, or any equity interests securities convertible into, exchangeable for or that represent the right to receive shares of Surviving Pubco (including Surviving Pubco Class A Shares) received Common Stock of the Company, whether now owned or retained as consideration under hereafter acquired, by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the Merger Agreementpower of disposition, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act 1933 Act, with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing. Such Selling Shareholder expressly agrees that the foregoing restriction precludes such Selling Shareholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any shares of Common Stock even if such Shares would be disposed of by someone other than such Selling Shareholder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, whether sale or grant of any right (including without limitation any put or call option) with respect to any of such transaction described in clauses Selling Shareholder’s shares of Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares of Common Stock. Notwithstanding the foregoing, such Selling Shareholder may transfer shares of Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in this Section 1(b)(vii), (ii) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this Section 1(b)(vii), and provided further that any such transfer shall not involve a disposition for value, (iii) above is if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that the transferee agrees to be settled bound in writing by delivery the restrictions set forth in this Section 1(b)(vii), or (iv) with the prior written consent of Restricted Securities in cash or otherwise (any Xxxxxxx Xxxxx and Xxxxxxx Xxxxx on behalf of the foregoing described in clauses (iUnderwriters. For purposes of this Section 1(b)(vii), (ii) “immediate family” shall mean any relationship by blood, marriage or (iii)adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if such Selling Shareholder is a “Prohibited Transfer”). If corporation, the corporation may transfer the capital stock of the Company to any Prohibited Transfer wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is made or attempted contrary receiving and holding such capital stock subject to the provisions of this Agreement, such purported Prohibited Transfer Section 1(b)(vii) and there shall be null and void ab initiono further transfer of such capital stock except in accordance with this Section 1(b)(vii), and Parent and the Company shall refuse to recognize provided further that any such purported transferee transfer shall not involve a disposition for value. Such Selling Shareholder also agrees and consents to the entry of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-stop transfer instructions with respect to the Restricted Securities Company’s transfer agent and registrar against the transfer of shares of Common Stock except in compliance with the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4foregoing restrictions.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Share or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise; notwithstanding the foregoing, if (any A) during the last 17 days of the 90-day lock-up period, the 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 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period, the restrictions imposed by this Section 1(b)(viii) shall continue to apply 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, unless the Representatives waive, in writing, such extension. The foregoing described sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in clauses the General Disclosure Package and the Prospectus, (iC) any Common Shares to be issued pursuant to the Company’s Employee Share Purchase Plan or (D), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary the Common Shares issued and options granted to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initioemployees, and Parent options granted to directors as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company shall refuse provide the Representatives prior written notice of any release or announcement that could give rise to recognize any such purported transferee extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4lock-up period, Parent and the Representatives shall give the Company may impose stop-transfer instructions with respect to the Restricted Securities written notice of any extension of the Restricted Party until the end of the Locklock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4up period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of this Agreement, such Selling Shareholder will not, without the Closing and ending six (6) months following the date prior written consent of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose ofRepresentatives, directly or indirectly, (i) effect a Sale of any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Lock-Up Securities, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership (each, collectively, a "Transfer") of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock, or other securities, in cash or otherwise otherwise. The foregoing restriction shall not apply to (A) any of the foregoing described in clauses (i), (ii) Sale or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up PeriodSecurities pursuant to this Agreement, (B) the conversion of the Company's preferred stock outstanding as of the date hereof into Common Stock, (C) any exercise of stock options existing on the date hereof, (D) any Sale or Transfer of Lock-Up Securities to the partners of a Selling Shareholder, if the Selling Shareholder is a partnership or to the members of the Selling Shareholder, if the Selling Shareholder is a limited liability company, and (E) any Sale or Transfer of Lock-Up Securities to a family member, family partnership or trust, any Transfer upon the death of a family member to his or her executors, legatees or beneficiaries or a bona fide gift, provided that, in the cases of (B), (C), (D), and (E) above, any such transferee shall agree to be bound in writing by the terms of the restrictions in this Agreement with respect to the Lock-Up Securities during the remainder of the aforesaid 180-day period. The foregoing restriction is expressly agreed to preclude the Selling Shareholders from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock-up Securities, even if such Lock-up Securities would be disposed of by someone other than the Selling Shareholders. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any Lock-up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such securities. Notwithstanding the foregoing, if (1) during the last 17 days of the 180 day lock up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180 day lock up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16 day period beginning on the last day of the 180 day lock up period, the restrictions imposed by this provision shall continue to apply 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 well as include customary legends on applicable, unless the Representatives waive, in writing, such extension. Such Selling Shareholder hereby acknowledges and agrees that written notice of any certificates for any extension of the Restricted Securities reflecting 180 day lock up period pursuant to the restrictions under previous sentence will be delivered by the Representatives to the Company as further set forth in this Section 4Agreement and that any such notice properly delivered will be deemed to have been given to, and received by, such Selling Shareholder.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) shares of Common Stock issued as consideration for the acquisition of another business entity, provided that such shares of Common Stock do not exceed five (5) percent of the foregoing described Company’s then outstanding shares of Common Stock; further provided that the recipient of such shares shall have agreed in clauses writing not to sell, offer, dispose of or otherwise transfer any such shares during such 90-day period without the prior written consent of the Representatives and (B) shares of Common Stock or options to be issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation benefit plans or pursuant to currently outstanding options, warrants or rights existing on the date hereof and referred to in the General Disclosure Package and the Prospectus or issued after the date hereof pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans that are currently in effect as of the date hereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary shall continue to apply until the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and 18-day period beginning on the Company may impose stop-transfer instructions with respect to the Restricted Securities issuance of the Restricted Party until earnings release or the end occurrence of the Lock-Up Periodmaterial news or material event; provided that, as well as include customary legends on for the avoidance of doubt, in no event shall any certificates for any restrictions imposed in this clause (i) continue beyond 124 days from the date of the Restricted Securities reflecting the restrictions under this Section 4Prospectus.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period from beginning on the date of the Closing this Agreement and ending six (6) months following the 90 calendar days from such date of the Closing (the “Lock90-Up Day Restricted Period”), the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within the 90-Day Restricted Period referred to above, or (D) any shares of Common Stock issued pursuant to any non employee director stock plan or dividend reinvestment plan. In the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-Day Restricted Period and ends on the last day of the 90-Day Restricted Period, the Company issues an earnings release, the Company issues material news or a material event relating to the Company and/or subsidiaries occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions expiration of this Agreementthe 90-Day Restricted Period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-Day Restricted Period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company and/or subsidiaries occurs. The Company shall refuse promptly notify the Representative of any earnings releases, news or events that may give rise to recognize an extension of any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing this Agreement (the “Lock-Up Period”), the Company shall not, without the prior written consent of the Representative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly), any limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (any A) the Ordinary Shares or ADSs to be sold hereunder, (B) the transactions by the Company with the prior written consent of the foregoing described Representative, (C) any issuance of Ordinary Shares or ADSs pursuant to the Company’s 2006 share incentive plan, duly adopted by the board of directors of the Company in clauses July 2006 (ithe “2006 Share Incentive Plan”), and (iiD) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and issuance by the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4an additional 6,890,000 restricted shares, Parent and which have been reserved by the Company may impose stop-transfer instructions under the 2006 Share Incentive Plan; provided that, with respect to clauses (C) and (D) above, the Restricted Securities holders of such Ordinary Shares or ADSs shall not be permitted to transfer such Ordinary Shares or ADSs during such 180-day period. Notwithstanding the Restricted Party until foregoing, if (1) during the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (k) shall continue to apply 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, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days --------------------------------- from the date of the Closing Prospectus, such Selling Shareholder will not, without the prior written consent of both Xxxxxxx Xxxxx and ending six (6) months following the date of the Closing (the “Lock-Up Period”)X.X. Xxxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, any limited liability company interests share of the Surviving Company Common Stock or any equity interests securities convertible into or exercisable or exchangeable for Common Stock whether now owned or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementdisposition, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. Notwithstanding the foregoing, Xxxxxxx Xxxxx'x and X.X. Xxxxxx'x prior written consent is not required for transactions by persons not subject to Section 16 of the foregoing described in clauses (i)Securities Exchange Act of 1934, (ii) or (iii)as amended, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities Company, relating (A) to shares of Common Stock or other securities of the Restricted Party until Company acquired in open market transactions after the end completion of the Lock-Up Period, as well as include customary legends on any certificates for any public offering and (B) sales of shares of Common Stock underlying employee stock options in connection with cashless exercises of those stock options by former employees of the Restricted Securities reflecting Company that were not subject to Section 16 with respect to the restrictions under this Section 4Company while they were employed by the Company.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Concurrent Shares issued by the Company in the Concurrent Offering (B) the Securities to be sold hereunder, (C) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (D) Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, in an amount not to exceed an aggregate of 1,765,000 Common Shares. Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (m) shall continue to apply 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, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lockup letters described in clauses (i), (iiSection 5(j) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any shares of Common Stock, directly par value $0.01 per share, or indirectlyany securities convertible into or exercisable or exchangeable for or repayable with shares of Common Stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities shares of Common Stock, or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Stock issued pursuant to the Company’s 2005 Equity Award Plan, or dividend reinvestment plan, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Common Stock issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 60-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply 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, unless the Representatives waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly of any depositary shares or indirectly, any limited liability company interests preferred equity securities of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including exercisable or exchangeable for any such securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (provided, however, that the foregoing shall not apply to the filing by the Company of any pre-effective or post-effective amendments to the Company’s pending Form S-3 Registration Statement, Commission File No. 333-198921, or to the taking by the Company any other actions (including without limitation engaging in any related discussions or correspondence with the staff of the Commission) to cause such registration statement to be declared effective, provided that the Company shall not offer or sell any such securities pursuant to such registration statement during such period) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingsuch securities, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 30-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in clauses this clause (i)) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, (ii) or (iii)unless the Representatives waive, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Class A Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco securities convertible into or exercisable or exchangeable for Class A Common Shares) received , whether any such transaction is to be settled by delivery of Class A Common Shares or retained as consideration under the Merger Agreementsuch other securities, including securities held in escrow cash or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectivelyotherwise, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; provided, that the Company may, without the prior written consent of the Representatives file or cause the filing of a registration statement under the 1933 Act, or a post-effective amendment or related prospectus supplement to an existing registration statement, to establish or re-establish an “at the market” equity distribution program or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, Class A Common Shares or (iii) publicly disclose the intention to do any of the foregoingsecurities convertible into or exercisable or exchangeable for Class A Common Shares, whether any such transaction described in clauses (i), (ii) or (iii) above is swaps are to be settled by delivery of Restricted Securities Class A Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Class A Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Class A Common Shares issued or options to purchase Class A Common Shares granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any Class A Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any direct or indirect offers, negotiations or discussions of transactions contemplating the issuance of Class A Common Shares or any securities convertible into or exercisable or exchangeable for such Class A Common Shares in connection with the potential acquisition of property or assets, or the potential acquisition of, a joint venture with or a merger with another company, (F) the entry by the Company into a definitive agreement contemplating the issuance of any Class A Common Shares or any securities convertible or exercisable or exchangeable for such Class A Common Shares representing up to 10% of the outstanding Class A Common Shares on a fully diluted basis or, with the prior written consent of a nominee of the Representatives selected by the Company, any Class A Common Shares or any securities convertible into or exercisable or exchangeable for such Class A Common Shares representing greater than 10% of the outstanding Class A Common Shares on a fully diluted basis, in each case, (1) in connection with the acquisition of property or assets, or the acquisition of, a joint venture with or a merger with another company, or (2) pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger, and in each such case the filing of a registration statement with respect to, and the making of any public announcement in respect of, or disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of securities; provided that, in the case of (1) and (2) of this clause (F), any recipient of such securities representing greater than 10% of the outstanding Class A Common Shares on a fully diluted basis shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A, and, provided further, that in the case of issuances of securities to MGM or its affiliates pursuant to clause (F), MGM, or such affiliates, shall further agree not to convert or exchange any of its Operating Partnership Units into Class A Common Shares until the foregoing described expiration of the period referred to above, subject to the exceptions stated above, (G) settlement of any transaction pursuant to any forward sale agreement entered into prior to the date hereof pursuant to the terms of the Sales Agreement or (H) any communications by MGM, the Company and the Operating Partnership relating to the waiver, including intentions with respect to exercising such waiver, of the Company’s right to issue Class A shares, in clauses lieu of cash, to MGM or its subsidiaries in connection with MGM or its subsidiaries exercising redemption rights with respect to units representing limited partner interests in the Operating Partnership. Notwithstanding the foregoing, the Company may establish or amend a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of the Class A Common Shares, provided that (i), ) such plan does not provide for the transfer of the Class A Common Shares during the period referred to above and (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions extent a public announcement or filing under the 1934 Act, if any, is required of this Agreementor voluntarily made by or on behalf of the Company regarding the establishment or amendment of such plan, such purported Prohibited Transfer announcement or filing shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect include a statement to the Restricted Securities effect that no transfer of Class A Common Shares may be made under such plan during the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4period referred to above.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “"Lock-Up Period”"), the Company will not, without the prior written consent of Merrxxx Xxxcx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Option Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) the issuance of Rights in accordance with the terms of the foregoing described in clauses (i)Rights Agreement and any shares of Common Stock issued by the Company upon the exercise of a Right, (iiD) any shares of Common Stock issued as payment of any part of the purchase price for funeral homes or cemeteries (iii)or businesses or capital stock of businesses that operate funeral homes or cemeteries) which are acquired by the Company (provided, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementhowever, that such purported Prohibited Transfer shares shall be null and void ab initio, and Parent and subject to restrictions that will prohibit the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party thereof until the end after expiration of the Lock-Up Period), as well as include customary legends on any certificates for any (E) options to purchase shares of Common Stock granted pursuant to the Company's 1994 Long-Term Incentive Plan (the "Incentive Plan") (provided, however, that such options shall not be exercisable until after the expiration of the Restricted Securities reflecting the restrictions under this Section 4.Lock-Up Period except

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any shares of 8.125% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25 per share) , directly par value $0.01 per share (the “Series A Preferred Stock”), or indirectlyany securities convertible into or exercisable or exchangeable for or repayable with shares of the Series A Preferred Stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities shares of Series A Preferred Stock, or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares Series A Preferred Stock issued pursuant to the Company’s 2005 Equity Award Plan, or dividend reinvestment plan, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Series A Preferred Stock issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply 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, unless the Representative waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representative with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Merrxxx Xxncx, (iA) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 lend, transfer or dispose of, directly or indirectly, any limited liability company interests share of the Surviving Company Common Stock, class B common stock or any equity interests securities convertible into, exercisable or exchangeable for or repayable with Common Stock or class B common stock, whether now owned or hereafter acquired by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received disposition, or retained as consideration under file, or request or demand that the Merger AgreementCompany file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, Common Stock or (iii) publicly disclose the intention to do any of the foregoingclass B common stock, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities Common Stock, class B common stock or such other securities, in cash or otherwise (any of otherwise. The foregoing sentence shall not apply to the Securities to be sold under this Agreement. Notwithstanding the foregoing described restrictions on transfer, such Selling Shareholder shall be permitted to make the following transfers: (A) transfers made by gift, will or intestacy, provided the donee thereof agrees in clauses writing to be bound by the terms of this Section 1(b)(vii); (i), (iiB) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary transfers to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.Selling

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (except for (1) a registration statement on Form S-11 relating to the resale of Common Stock sold by the Company pursuant to the Private Placement Agreement prior to the date hereof, that may be filed following the earlier of (a) the purchase by the Underwriters of the full number of Option Securities set forth in Section 2(b) hereof and (b) the expiration of the option described in Section 2(b) hereof and (2) a registration statement on Form S-8 relating to securities to be issued under the Company’s 2011 Equity Incentive Plan) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the non-executive director stock plan referred to in the Prospectus or (C) the issuance by the Company of shares of Common Stock in connection with acquisitions of additional assets; provided, however, that with respect to (C), (1) the aggregate number of shares of Common Stock issued in connection with such acquisitions shall be no more than 10% of the foregoing described Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement and (2) any shares of Common Stock issued in connection with such acquisitions shall be subject to the restrictions set forth clauses (i), ) and (ii) above for the duration of the 90-day restricted period from the date of the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of this Agreementthe 90-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Securities as one of its equity holders for any purpose. In order 90-day restricted period, the restrictions imposed in this clause (j) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end date of the Lock-Up Period, as well as include customary legends on any certificates for any issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder, (B) issuances by the Company upon the exercise of an option or warrant or other right or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and Prospectus, (C) issuances or grants pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Prospectus (i), (iiD) issuances or grants pursuant to any non-employee director stock plan or dividend reinvestment plan or (iii)E) the issuance of Common Stock or other securities or rights in connection with acquisitions, a “Prohibited Transfer”)joint ventures, collaborations or other operational or strategic transactions, provided that the recipient agrees in writing to be bound by the terms of Section 3(j) herein for the duration of the 90-day period referenced herein. If any Prohibited Transfer is made or attempted contrary Notwithstanding the foregoing, and subject to the provisions of this Agreementconditions below, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to any Common Stock without the Restricted Securities prior written consent of the Restricted Party until Representatives, provided that (1) the end Representatives receive a signed lock-up agreement for the balance of the Lock-Up Periodlockup period from each donee, trustee, distributee, or transferee, as well as include customary legends on the case may be, (2) any certificates such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any of public report or filing with the Restricted Securities reflecting Commission, or otherwise and (4) the restrictions under this Section 4.Company does not otherwise voluntarily effect any public filing or report regarding such transfers:

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Citigroup, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any of A) the foregoing described in clauses (i)Securities to be sold hereunder, (iiB) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary Common Shares issued pursuant to the provisions of this AgreementCompany’s 2009 Incentive Share Award Plan or any dividend reinvestment plan, such purported Prohibited Transfer shall (C) Common Shares to be null and void ab initio, and Parent and the Company shall refuse issued to recognize any such purported transferee of the Restricted Securities as one RMR in payment of its equity holders for incentive fee, (D) the issuance of any purpose. In order Common Shares to enforce this Section 4owners of any assets, Parent and property or business which the Company may impose stopacquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such assets, property or business; provided that Citigroup receives a signed lock-transfer instructions up agreement in substantially the form of Exhibit A hereto for the balance of the 60-day restricted period from the recipients receiving Common Shares in connection with any such acquisitions, and (E) any registration statement on Form S-8 under the 1933 Act with respect to the Restricted Securities foregoing clauses (B), (C) and (D). Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Party 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this Section 3(j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (1) the Securities to be sold hereunder, (2) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that the recipient of any such shares has (if so required by the provisions hereof) entered into a lock-up agreement substantially in the form contemplated by Section 6(i) hereof, (3) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the foregoing Company described in clauses the Registration Statement, the General Disclosure Package and the Prospectus, provided that the recipient of any such shares or options has (i)if so required by the provisions hereof) entered into a lock-up agreement substantially in the form contemplated by Section 6(i) hereof; (4) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that the recipient of any such shares or options has (iiif so required by the provisions hereof) entered into a lock-up agreement substantially in the form contemplated by Section 6(i) hereof; (5) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (6) any shares of Common Stock or other securities issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, provided that (x) the aggregate number of shares issued pursuant to this clause (6) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the consummation of the offering of the Securities and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause (6) during the 90-day restricted period described above shall be subject to the restrictions set forth in a lock-up agreement described in Section 6(i) hereof for the remainder of such restricted period; (7) the issuance of convertible debt on a private basis consistent with past practice or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 8) the issuance of restricted common stock to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee Company’s investor relations firm as part of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4engagement fee.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses the Prospectus, or (D) any transfer, sale or other disposition with the prior written consent of the Underwriter. The Underwriter agrees, for the benefit of the other Underwriter, if applicable, not to provide such consent without providing notice to each Underwriter to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Underwriter. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus 3 business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus 3 business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Series C Shares or any securities convertible into or exercisable or exchangeable for or repayable with Series C Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Series C Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Series C Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Series C Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply 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, unless the Representatives waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (m) shall continue to apply 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, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(k) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16‑day period beginning on the last day of the 30‑day restricted period, the restrictions imposed in this clause (m) shall continue to apply 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, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(j) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Stockholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 pledge or otherwise transfer or dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Selling Stockholder or any affiliate of such Selling Stockholder or any person in privity with such Selling Stockholder or any person in privity with any affiliate of such Selling Stockholder), directly or indirectly, or participate in the filing of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock, in each case, that are currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the 0000 Xxx) by such Selling Stockholder, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement. Notwithstanding the foregoing, during the Lock-up Period such Selling Stockholder may (A) transfer such Selling Stockholder’s shares of capital stock in the Company (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in Exhibit A and (ii) to any trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in Exhibit A, and provided further that any such transfer shall not involve a disposition for value, (B) sell such Selling Stockholder’s shares of capital stock pursuant to a written plan for trading securities that is designed to satisfy the requirements of Rule 10b5-1 promulgated under the 1934 Act (a “10b5-1 Plan”) and is existing on the date hereof or (C) enter into a 10b5-1 Plan, provided that no sales or dispositions pursuant to such 10b5-1 Plan adopted after the date hereof may occur before the expiration of the Lock-up Period. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, if such Selling Stockholder is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation, and, if such Selling Stockholder is a limited liability company, the limited liability company interests may transfer the capital stock of the Surviving Company to a member or affiliated limited liability company, and, if such Selling Stockholder is a partnership, the partnership may transfer the capital stock of the Company to a partner or affiliated partnership; provided, however, that in any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementsuch case, including securities held in escrow or otherwise issued or delivered after the Closing pursuant it shall be a condition to the Merger Agreement (collectively, transfer that the “Restricted Securities”) or file any registration statement under transferee execute an agreement stating that the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any transferee is receiving and holding such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary capital stock subject to the provisions of this Agreement, such purported Prohibited Transfer Exhibit A and there shall be null and void ab initiono further transfer of such capital stock except in accordance with this agreement, and Parent and the Company shall refuse to recognize provided further that any such purported transferee of the Restricted Securities as one of its equity holders transfer shall not involve a disposition for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4value.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Securities or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Securities or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (w) the Securities to be sold hereunder, (x) any Securities issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus or in any documents publicly filed by the Company pursuant to Section 14 of the foregoing described in clauses (i)Exchange Act prior to the date hereof, (iiy) any Securities issued or options to purchase Securities granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or in any documents publicly filed by the Company pursuant to Section 14 of the Exchange Act prior to the date hereof, or issued to new hires pursuant to the inducement award exception under Section 303A.08 of the Listed Company Manual of the New York Stock Exchange or (iii)z) any Securities issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary material event relating to the provisions Company occurs or (2) prior to the expiration of this Agreementthe 60-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Securities as one of its equity holders for any purpose. In order 60-day restricted period, the restrictions imposed in this clause (j) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end issuance of the Lock-Up Period, as well as include customary legends on any certificates for any earnings release or the occurrence of the Restricted Securities reflecting the restrictions under this Section 4material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, or lend or otherwise transfer or dispose ofof any Series C Shares or any securities convertible into or exercisable or exchangeable for or repayable with Series C Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Series C Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Series C Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Series C Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply 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, unless the Representative waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representative with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (provided, however, that the foregoing shall not apply to the filing by the Company of any pre-effective or post-effective amendments to the Company’s pending Form S-3 Registration Statement, Commission File No. 333-198921, or to the taking by the Company any other actions (including without limitation engaging in any related discussions or correspondence with the staff of the Commission) to cause such registration statement to be declared effective, provided that the Company shall not offer or sell any Common Stock pursuant to such registration statement during such period) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in clauses this clause (i)) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, (ii) or (iii)unless Xxxxxxx Xxxxx waives, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.extension

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period from beginning on the date hereof and continuing to and including the 60 days after the date of the Closing Prospectus, the Company will not, and ending six (6) months following will not permit any subsidiary to, without the date prior written consent of the Closing (the “Lock-Up Period”)Underwriter, directly or indirectly, (i1) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the 1934 Act, or otherwise dispose of or transfer any shares of Common Stock or dispose ofany securities convertible into or exchangeable or exercisable for Common Stock, directly whether now owned or indirectly, any limited liability company interests of hereafter acquired by the Surviving Company or with respect to which the Company has or hereafter acquires the power of disposition, or exercise any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act right with respect to the Restricted Securitiesregistration of any of the foregoing, or file or cause to be filed any registration statement in connection therewith under the 1933 Act (other than a filing of an amended pre-effective amendment to the Company’s Form S-4 filed with the Commission on December 9, 2016), (ii2) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise otherwise, or (3) publicly disclose the intention to make any of the such offer, pledge, sale or disposition, or to enter into any such swap, hedge, transaction or other arrangement, or to file such registration statements. The foregoing described in clauses shall not apply to (i), ) the Securities to be sold hereunder; (ii) pledges in a bona fide transaction that are in effect as of the date hereof to a lender to the Company, as disclosed in writing to the Underwriter (ii) any shares of Common Stock issued by the Company upon exercise of an option or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus or (iii)) any shares of Common Stock issued or options, a “Prohibited Transfer”). If any Prohibited Transfer is made restricted or attempted contrary other securities granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus and to the provisions extent such issuances or grants are made in the ordinary course of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions business consistent with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4past practice.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Shareholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Wachovia, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 pledge or otherwise transfer dispose of (or dispose ofenter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the such Selling Shareholder), directly or indirectly, any limited liability company interests including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Surviving 1934 Act and the 1934 Act Regulations with respect to, any shares of Common Stock, Preferred Stock or other capital stock of the Company or any equity interests securities convertible into or exercisable or exchangeable for such Common Stock, Preferred Stock or other capital stock (whether owned by such Selling Shareholder at the date of Surviving Pubco (this Agreement or subsequently acquired by such Selling Shareholder), or publicly announce an intention to effect any such transaction, for a period beginning on and including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, date of this Agreement through and including securities held in escrow or otherwise issued or delivered the date which is 180 days after the Closing pursuant date of this Agreement; provided, however, that such Selling Shareholder may transfer any Common Stock, Preferred Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock, Preferred Stock or other capital stock to any member of such Selling Shareholder's immediate family, to a trust the Merger Agreement beneficiaries of which are exclusively such Selling Shareholder or members of such Selling Shareholder's immediate family, or to charitable or educational organizations without the prior written consent of Wachovia if (collectively, the “Restricted Securities”i) or file any registration statement under the Securities Act with respect to the Restricted Securitiessuch transfer is a bona fide gift, (ii) enter into any swap or other arrangement that transfers such Selling Shareholder provides written notice of such transfer to anotherWachovia no later than three business days prior to such transfer, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention transferee executes and delivers to do any of the foregoingWachovia, whether any not later than one business day prior to such transaction described transfer, an agreement, in clauses (i)form and substance reasonably satisfactory to Wachovia, (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary substantially to the provisions of effect set forth in this Agreement, paragraph (it being understood that any references to "immediate family" in the agreement executed by such purported Prohibited Transfer transferee shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.expressly refer

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, 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 transfer or dispose of, directly of any ADSs or indirectly, any limited liability company interests of the Surviving Company Ordinary Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued exchangeable for ADSs or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Ordinary Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, ADSs or (iii) publicly disclose the intention to do any of the foregoingOrdinary Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities ADSs or Ordinary Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any of the foregoing such swap, agreement or other transaction described in clauses (i), ) and (ii) or (iii), a “Prohibited Transfer”). If The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; (B) any Prohibited Transfer is made Ordinary Shares or attempted contrary ADSs issued by the Company upon the exercise of an option or warrant or the conversion of a convertible security outstanding on the date hereof and referred to in the provisions Registration Statement, the General Disclosure Package and the Prospectus; (C) any Ordinary Shares or ADSs issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of this Agreementthe Company referred to in the Registration Statement, such purported Prohibited Transfer shall be null the General Disclosure Package and void ab initio, and Parent and the Prospectus; provided that the Company shall refuse cause each newly appointed director or executive officer that is a recipient of such Ordinary Shares, ADSs or options during the Lock-up Period to recognize any such purported transferee execute and deliver to you a lock-up agreement substantially in the form of Exhibit A hereto for the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end remainder of the Lock-Up Period; (D) any Ordinary Shares or ADSs issued pursuant to any existing non-employee director share plan or dividend reinvestment plan referred to in the Registration Statement, as well as include customary legends the General Disclosure Package and the Prospectus; or (E) the filing by the Company of any registration statement on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Form S-8 or a successor form thereto.