Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this Agreement, the Company will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Restricted Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, as well as the Representative’s Warrants and any shares of Common Stock into which the Representative’s Warrants are exercisable, (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 employee benefit or equity incentive plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued filing by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, of a registration statement on Form S-8 or any limited partnership interests which may successor form thereto with respect to the registration of securities to be issued by offered under any subsidiary employee benefit or equity incentive plans of the Company that is a limited partnership referred to acquire propertiesin the Registration Statement, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to General Disclosure Package and the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesXxxxxx Xxxxxxx, (i) directly or indirectly, (i) offer, pledge, 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 of any Class A Shares or indirectly, any shares of Common Stock Class B Shares or any securities convertible into or exercisable or exchangeable for Common Stock Class A Shares or Class B Shares (including, without limitation, NFI LLC Units) or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the Class A Shares or the Class B Shares or any securities convertible into or exercisable or exchangeable for Common StockClass A Shares or Class B Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common StockClass A Shares, Class B Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Class A Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred or at the Closing Time after giving effect to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof Transactions and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any grants of Class A Shares, share options, restricted shares, notional units or other equity or equity-based securities to employees, directors, contractors, or other individuals eligible to receive awards pursuant to the terms of any plan in effect as of the Closing Time and described in the Registration Statement, General Disclosure Package and Prospectus, or the issuance of Class A Shares pursuant to the exercise, vesting, or settlement of any award granted pursuant to the Company’s equity incentive plans that are described in the Registration Statement, General Disclosure Package and Prospectus, (D) any shares of Common Stock Class A Shares issued pursuant to any non-employee director stock share plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (E) any shares of Common Stock offered and sold pursuant registration statement on Form S-8 under the 1933 Act with respect to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionforegoing clauses (B), (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FC) and (yD); provided that, the holders of Class A Shares issued pursuant to (B), (C) shall or (D) above agree to execute a lock-up letter described in Section 5(i) hereof (to the extent such holder has not include previously signed a lock-up letter covering such Class A Shares) or such Class A Shares do not vest until after the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms expiry of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveLock-Up Period.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 or other types of equity awards 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 Shares issued pursuant to any non-employee director stock plan existing on or dividend reinvestment and share purchase plan for which a registration statement has been filed with the Commission prior to the date hereof and referred to in the Registration Statementhereof, (E) any shares OP Units or other securities convertible into Common Shares issued by the Company or the Operating Partnership in connection with an acquisition by the Company or any of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withthe Company’s subsidiaries or affiliates of interests in assets or real property, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be Shares issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures redemption or similar arrangements, or any limited partnership interests which may be issued by any subsidiary conversion of the Company that is a limited partnership to acquire properties, in each case so long OP Units outstanding as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus (including any document incorporated by reference therein), or registration statements filed under the 1933 Act with respect to such plans, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a or dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares effect as of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement. Notwithstanding the foregoing, but which agreement in the event that either (xi) shall apply only during the period that begins on the date that is fifteen (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 or material news or a material event relating to the shares Company occurs (it being acknowledged and agreed that any announcement by the Company of Common Stock issued to such persons pursuant to this clause (F) and (y) the declaration or payment of regular quarterly cash dividends on common stock consistent with past practice shall not include constitute material news or a material event), or (ii) prior to the exceptions expiration of the 90-day restricted period, 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 in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by paragraph will continue to apply until the Company in accordance with the terms expiration of the limited partnership agreement of any subsidiary of the Company date that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued fifteen (15) calendar days plus three (3) business days after the date hereof pursuant on which the earnings release is issued or the material news or event related to clause (F) abovethe Company occurs. The Company shall promptly notify Xxxxx Xxxxxxxx of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, and will not publicly disclose an intention to, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 or other equity awards covering Common Stock, in either case, granted pursuant to employee benefit plans plans, including employee stock purchase plans, of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under 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 offered and sold in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to a dividend reinvestment and stock purchase any employee benefit plan filed with, or described assumed in a prospectus supplement or prospectus filed with, the Commissionconnection with any such acquisition, (Fii) any joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock which may be issued by issuable upon the Company to acquire other businesses conversion, exercise or in connection with the Company’s entering into joint ventures exchange of securities (on an as converted or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include exceed 7.5% of the exceptions set forth in clauses (A) through (G) total number of this paragraph, and (G) any shares of Common Stock issued by and outstanding immediately following the Company in accordance with the terms issuance and sale of the limited partnership agreement Initial Securities at the Closing Time pursuant hereto; and provided, further, that each recipient of any subsidiary shares of the Company that is a limited partnership upon the exchange Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof Common Stock pursuant to this clause (F) aboveshall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwiseotherwise without the prior written consent of the Representatives; provided that confidential or non-public submissions to the Commission of any registration statements under the 1933 Act may be made if (w) no public announcement of such confidential or non-public submission shall be made, other than (x) if any demand was made for, or any right exercised with respect to, such registration of shares of Stock or securities convertible, exercisable or exchangeable into Stock, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least three business days prior to such confidential or non-public submission to the Representatives and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 60-day restricted period. 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued and options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the filing of any registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any plan referred to in clause (B) of this Section 3(h), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock offered during the 60-day restricted period and sold pursuant to a dividend reinvestment the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 60-day restricted period and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any the issuance of up to 5% of the outstanding shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsacquisition of the assets of, or any limited partnership interests which may be issued by any subsidiary a majority or controlling portion of the Company that is equity of, or a limited partnership to acquire properties, joint venture with another entity in each case so long as those shares connection with the acquisition by the Blue Bird Parties or limited partnership interests, as applicable, are issued directly to the stockholders or other owners any of those businesses or properties or to the other equity owners its subsidiaries of such joint ventures or similar arrangements, as entity; provided in the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions transferee of such shares agrees to be bound in writing to the restrictions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSection 3(h).

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, 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 of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 restricted shares, restricted share units or options to purchase ADSs or 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, (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares registration statement on Form S-8. Notwithstanding the foregoing, if (1) during the last 17 days of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by 180-day restricted period the Company issues an earnings release or material news or a material event relating to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares occurs or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, (2) prior to the issuance expiration of any such shares the 180-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 15-day period beginning on the last day of Common Stock (but not any such limited partnership interests)the 180-day restricted period, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms issuance of the limited partnership agreement of any subsidiary earnings release or the occurrence of the Company that is a limited partnership upon material news or material event, unless the exchange of limited partnership interests Representative waive, in writing, such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveextension.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 options or warrants to purchase ADSs (or to subscribe for 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; (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock equity plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, successor form thereto; or described in a prospectus supplement or prospectus filed with, the Commission, (F) ADSs, Ordinary Shares, or any shares of Common Stock which may be securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued by the Company to acquire other businesses or in connection with a transaction with an third party that includes a bona fide commercial relationship with the Company (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering or intellectual property license agreement with the Company’s entering into joint ventures ); provided, however, that the aggregate number of Ordinary Shares issued or similar arrangementsissuable pursuant to ADSs, Ordinary Shares, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership options or warrants to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties purchase ADSs (or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xsubscribe for Ordinary Shares) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) during the restricted period specified in this Section shall not include exceed 10% of the exceptions set forth in clauses (A) through (G) total number of Ordinary Shares issued and outstanding immediately following the issuance and sale of the Securities pursuant to this paragraphAgreement, and (G) any shares of Common Stock issued by provided, further that the Company in accordance with the terms shall cause each recipient of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof ADSs, Ordinary Shares or that are securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued after the date hereof pursuant to this clause (F) aboveduring the 90-day restricted period described above to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, FBR and Xxxxx Fargo, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered issued in connection with the Formation Transactions and sold pursuant to a dividend reinvestment and stock purchase plan filed with, the Company’s concurrent private placement (as defined in the Prospectus) or described in a prospectus supplement or prospectus filed with, the Commission, (FG) any shares of Common Stock which may be issued by transferred in order to comply with the Company to acquire other businesses or ownership limitations set forth in connection with Article VI of the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovecharter.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Final Prospectus (the date of this Agreement“Lockup Period”), the Company will not, without the prior written consent of the RepresentativesBanc of America Securities LLC, (i) directly or indirectly, (i) offer, pledge, 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 shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly disclose the intention to do any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementFinal Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementFinal Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statementor dividend reinvestment plan, (E) any shares of Common Stock offered or securities convertible into or exchangeable for Common Stock issued in connection with acquisitions (by purchase, merger or otherwise) of other entities (or substantially all of the assets or operations of other entities) if the recipients of such securities each executes a lockup agreement with Banc of America Securities LLC in form and sold pursuant substance substantially similar to a dividend reinvestment and stock purchase plan filed withthe lockup set forth in this Section 3(i), or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance filing of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to registration statement on Form S-8 under the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above1933 Act.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 employee benefit plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) any shares the adoption of Common Stock offered a new equity incentive plan and sold issue securities pursuant to a dividend reinvestment and stock purchase plan filed with, such plan; or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued the filing by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in registration statement on Form S-8 or a successor form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovethereto.

Restriction on Sale of Securities. During the period beginning on from the date of this Agreement through hereof and continuing to and including the 30th day date 180 calendar days after the date of this Agreementthe Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, directly or indirectly, not to (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, make any short sale, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock submit to, or file any with, the Commission a registration statement under the 1933 Act with respect (other than registration statements on Form S-8 relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to any employee benefit plan) relating to, except as provided hereunder, any ADSs or any securities of the Company that are substantially similar to the ADSs, including but not limited to any options or warrants to purchase ADSs or Underlying Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, ADSs or Underlying Shares or any such substantially similar securities or publicly disclose the intention to undertake any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Stock the ADSs or Underlying Shares or any securities convertible into or exercisable or exchangeable for Common Stocksuch other securities, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Underlying Shares or such other securities, in cash or otherwise, otherwise (other than (A) the Securities Underlying Shares and ADSs to be sold hereunder, (B) pursuant to employee stock option plans of the Company as disclosed in the Pricing Prospectus and the Prospectus, or (C) upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement and disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus), (iii) permit the Company’s transfer agent to register any ordinary shares of Common Stock issued by the Company other than the Underlying Shares in the name of the Depositary, or (iv) permit the Depositary to issue any ADSs, in each case from (i) to (iv) without the prior written consent of the Representatives provided, however, that the Company shall be permitted during the Lock-Up Period to (i) issue securities upon the exercise of an option outstanding on or a warrant, the date hereof referred to in vesting of a restricted share unit or the Registration Statement, (C) any shares conversion of Common Stock issued or options to purchase Common Stock granted a security pursuant to employee benefit stock option plans of the Company existing on the date hereof and referred to as disclosed in the Registration Statement, Pricing Prospectus and the Prospectus; (Dii) issue any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued securities by the Company to acquire other businesses or in connection with the Company’s entering into acquisition of one or more businesses, products or technologies, joint ventures ventures, commercial relationships or similar arrangementsother strategic corporate transactions, or any limited partnership interests which may be provided that the recipients of such securities execute a lock-up agreement in favor of the Underwriters containing substantially the same obligations as those set forth in Exhibit A-1 hereto, provided further that the aggregate number of ordinary shares so issued by any subsidiary pursuant to this subsection 5(e)(ii) shall not exceed 2.0% of the total number of ordinary shares of the Company that is outstanding, on a limited partnership to acquire propertiesfully diluted basis, immediately following this offering; and (iii) deposit ordinary shares with the Depositary for conversion into ADSs in connection with the contemplated issuance of options under the Company’s equity incentive plans as disclosed in the Pricing Prospectus and the Prospectus; If the Representatives, in each case so long as those shares their sole discretion, agree to release or limited partnership interests, as applicable, are issued directly to waive the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect restrictions set forth in this paragraph, which agreement shall be a lock-up letter described in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xSection 8(m) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary hereof for an officer or director of the Company that is and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a limited partnership upon press release substantially in the exchange form of limited partnership interests in such limited partnership that are outstanding on Exhibit A-2 hereto through a major news service at least two business days before the effective date hereof of the release or that are issued after the date hereof pursuant to clause (F) abovewaiver.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of KBW, on behalf of the RepresentativesUnderwriters, directly or indirectly, indirectly (i) offer, pledgesell, 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, 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 indirectly, other transfer or disposition) of any shares of Common Stock or Other Securities, or any other securities convertible into into, or exercisable or exchangeable for for, shares of Common Stock or Other Securities, (ii) file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing (other than on Form S-8) or (iiiii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or Other Securities, or any other securities convertible into into, or exercisable or exchangeable for for, shares of Common StockStock or such Other Securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common StockStock or Other Securities, or any other securitiessecurities convertible into, or exercisable or exchangeable for, shares of Common Stock or such Other Securities, in cash or otherwise, other than . The foregoing shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon pursuant to the exercise of an option or warrant or the conversion of a security, in each case outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, Prospectus or (DC) the grant by the Company of any shares of options to purchase Common Stock issued pursuant to any non-the employment agreements with the Company's President and Chief Executive Officer or pursuant to the terms of existing employee director stock plan existing on benefit plans of the date hereof and Company, in each case referred to in the Registration StatementProspectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesand, in each case case, so long as those shares or limited partnership interests, as applicable, such options are issued directly to not exercisable within the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 180-day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveperiod.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 or compensation plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 including any amendments, with respect to the registration of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company under stock purchase plan filed with, or described plans disclosed in a prospectus supplement or prospectus filed withthe Registration Statement, the CommissionGeneral Disclosure Package and the Prospectus, (FI) any the issuance of up to 7.5% of the aggregate outstanding shares of Common Stock as of the date hereof to (i) owners of businesses which may be issued by the Company to may acquire other in the future, whether by merger, acquisition of assets or capital stock, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions or (ii) joint venture partners or other commercial or strategic partners in connection with the Company’s entering into formation of any joint ventures venture or similar arrangements, other commercial or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesstrategic relationship, in each case so long as those case, provided that (x) any such issuance is not required to be registered on any registration statement under the 1933 Act in contemplation thereof and (y) any recipient of such shares of Common Stock shall execute a lock-up agreement substantially in the form of Exhibit C hereto, or limited partnership interests(J) the entering into an agreement to issue (but, as applicablefor the avoidance of doubt, are issued directly not the issuance of) shares of Common Stock to the stockholders or other owners of those businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock, in each case, the consummation of which is subject to the approval of the Company’s stockholders pursuant to applicable law (any such transaction, a “Specified Transaction”), as consideration for the acquisition of such businesses or properties or to the other equity owners management employees of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any businesses in connection with such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSpecified Transactions.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date Prospectus, each of this Agreement, the Company and the Operating LLC will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Stock, any membership interests in the Operating LLC or any securities convertible into or exercisable or exchangeable for Common Stock or membership interests in the Operating LLC or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockmembership interests in the Operating LLC, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, membership interests in the Operating LLC or other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, ; (B) any shares of Common Stock issued by the Company or membership interests issued by the Operating LLC upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Stock or membership interests in the Operating LLC issued or options to purchase Common Stock or membership interests in the Operating LLC granted as equity compensation pursuant to the operating agreement of the Operating LLC or any employee benefit plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any shares of Common Stock or membership interests in the Operating LLC issued as equity compensation pursuant to the operating agreement of the Operating LLC or any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) any shares of Common Stock offered and sold pursuant or membership interests in the Operating LLC or options to a dividend reinvestment and stock purchase plan filed with, Common Stock or described membership interests in a prospectus supplement the Operating LLC or prospectus filed withsuch other securities of the Company, the CommissionOperating LLC or any of their respective affiliates issued, transferred or otherwise disposed of in connection with the Reorganization; (F) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of any shares of Common Stock which may be issued by or membership interests in the Company to acquire other businesses or Operating LLC pursuant to, the terms of a plan described in connection with the Company’s entering into joint ventures or similar arrangementsRegistration Statement, General Disclosure Package and the Prospectus or any limited partnership interests which may be issued by any subsidiary plan in existence as of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and hereof; (G) any shares of Common Stock, membership interests in the Operating LLC or options to purchase Common Stock or membership interests in the Operating LLC or such other securities of the Company, the Operating LLC or any of their respective affiliates issued as consideration or contingent consideration for acquisitions of one or more companies (or its or their operating assets or stock, partnership interests, membership interests or other equivalent equity interests) by the Company in accordance with Company, the terms Operating LLC or their respective subsidiaries pursuant to purchase agreements entered into prior to the date hereof, provided that each recipient thereof shall have executed a lock-up agreement for the remainder of the limited partnership agreement 180-day period in substantially the form of any subsidiary Exhibit C hereto or contained in Section 5 of Amendment No. 1 to the Third Amended and Restated Operating Agreement of the Company that is a limited partnership upon the exchange Operating LLC or (H) any shares of limited partnership Common Stock, membership interests in the Operating LLC or options to purchase Common Stock or membership interests in the Operating LLC or such limited other securities of the Company, the Operating LLC or any of their respective affiliates issued as consideration for acquisitions of one or more companies (or its or their operating assets or stock, partnership interests, membership interests or other equivalent equity interests) by the Company, the Operating LLC or their respective subsidiaries, provided that are (x) each recipient thereof shall have executed a lock-up agreement for the remainder of the 180-day period in substantially the form of Exhibit C hereto or contained in Section 5 of Amendment No. 1 to the Third Amended and Restated Operating Agreement of the Operating LLC, (y) the number of such shares of Common Stock, membership interests, options (on an as-exercised basis) or other securities that may be issued as consideration for each such acquisition may not exceed 5% of the total diluted common stock and units outstanding on (as defined in the date hereof or that are issued General Disclosure Package and the Prospectus) immediately following completion of the transactions contemplated by this Agreement (as adjusted for share splits, share dividends and other similar events after the date hereof hereof, and inclusive of non-qualified and non-compensatory stock options issued in connection with the Reorganization and the offering contemplated by this Agreement to the extent they become dilutive) (such number of diluted common stock and units outstanding, the “Post-IPO Diluted Share Count”) and (z) the aggregate number of such shares of Common Stock, membership interests, options (on an as-exercised basis) or other securities that may be issued as consideration for all such acquisitions pursuant to this clause (FH) aboveshall not exceed 10% of the Post-IPO Diluted Share Count. In addition, the Company and the Operating LLC hereby agree not to waive or release any party subject to the restrictions on transfer set forth in Section 5 of Amendment No. 1 to the Third Amended and Restated Operating Agreement of the Operating LLC or otherwise permit such section to be amended without the consent of each of the Representatives.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, 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 purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including, without limitation, OP Units, or file any registration statement under the 1933 Act with respect to any of the foregoingforegoing (other than any registration on Form S-8, on Form S-4 in connection with the acquisitions of real property or real property companies, on Form S-3 in connection with the Company’s dividend reinvestment or stock purchase plan, or on Form S-3 in connection with a filing required pursuant to the Operating Partnership Agreement with respect to Common Stock that may be issued upon exchange of OP Units outstanding on the date hereof), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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, redemption or exchange of a security outstanding on the date hereof and referred to in the Registration StatementProspectus, including OP Units, (C) any shares of Common Stock Stock, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including LTIP Units in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment or stock purchase plan existing on the date hereof and referred to in the Registration Statementhereof, (E) any shares OP Units issued upon conversion of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionLTIP Units, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering securities convertible into joint ventures or similar arrangements, exchangeable or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such exercisable for shares of Common Stock (but not any such limited partnership interests), each recipient in connection with acquisitions of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and real property or real property companies or (G) any shares of Common Stock issued sold by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant Company’s transfer agent to clause (F) aboveeliminate fractional shares.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clauses (i) and (ii). 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 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 existing on the date hereof and 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (F) securities of the Company issued in connection with a joint venture, collaboration, strategic alliance, licensing, partnering or other commercial relationship; provided that any issuances, offers or sales pursuant to subclause (F) of this paragraph shall not represent, in the aggregate, more than 10% of the Company’s issued and outstanding shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares as of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this AgreementAgreement and that the recipients of such securities agree to be bound by a lock-up agreement, but which agreement (x) shall apply only to substantially in the shares form of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include Exhibit A, for the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms remainder of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveLock-Up Period.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clause (i) or (ii). 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 employee benefit or stock incentive plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (F) the issuance by the Company of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into a licensing agreement, joint ventures venture, acquisition or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders business combination or other owners collaboration or strategic transaction (including the filing of those businesses a registration statement on Form S-4 or properties or to the other equity owners appropriate form with respect thereto), provided that recipients of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but agree to be bound by the terms of the lock-up letter described in Section 5(i) hereof and the sum of the aggregate number of shares of Stock so issued shall not any such limited partnership interests), each recipient exceed 5% of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the total outstanding shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include outstanding immediately following the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms consummation of the limited partnership agreement of any subsidiary offering of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSecurities.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, (i) offer, pledge, 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 of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 rights or options to purchase ADSs or Ordinary Shares granted pursuant to existing employee benefit plans or long term incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding registration statement on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveForm S-8.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will notneither Transaction Entity will, without the prior written consent of the Representatives, Representatives (i) directly or indirectly, (i) offer, pledge, 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 lend or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including, without limitation, OP Units) or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities or the Company Top-Up Underwritten Shares to be sold by the Company hereunder, (B) any shares of Common Stock 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock trustee share plan existing on the date hereof and or distribution reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares of registration statement on Form S-8 to register Common Stock offered and sold Shares pursuant to a dividend reinvestment and stock purchase plan filed with, or described any equity incentive plans referred to in a prospectus supplement or prospectus filed withthe Registration Statement, the CommissionGeneral Disclosure Package and the Prospectus, (F) any shares of enter into the Forward Sale Agreement and issue and deliver Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly Shares pursuant to the stockholders Forward Sale Agreement or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares Common Shares or OP Units, in the aggregate not to exceed 5% of the Common Shares and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Stock Shares or OP Units issued by in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such Common Shares or OP Units during the remainder of the Lock-Up Period without the prior written consent of the Representatives. Notwithstanding the foregoing, the Company in accordance with may establish or amend a trading plan pursuant to Rule 10b5-1 under the terms 1934 Act for the transfer of Common Shares, provided that (i) such plan does not provide for the limited partnership agreement transfer of any subsidiary Common Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the 1934 Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that is a limited partnership upon no transfer of Common Shares may be made under such plan during the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveLock-Up Period.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). 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 or other equity awards covering Common Stock granted, in either case, pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan existing on the date hereof and or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described securities convertible into or exercisable or exchangeable for Common Stock in a prospectus supplement or prospectus filed with, the Commissionconnection with any (1) mergers, (F2) any acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances or relationships; provided, that the aggregate number of shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering securities convertible into joint ventures or similar arrangements, exercisable for Common Stock (on an as-converted or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (y) shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this paragraphAgreement; and provided further, and (G) any that each recipient of shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof securities convertible into or exercisable for Common Stock pursuant to this clause (FE) aboveshall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, and will not publicly disclose an intention to, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable convertible for Common Stock Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing; provided, however, that the foregoing restrictions shall not prohibit the Company from filing a shelf registration statement or a prospectus or any amendment or supplement thereto under the Securities Act relating to an “at the market” offering of its Common Shares after the Closing Date so long as no offers or sales are made by the Company pursuant thereto during the Lock-Up Period, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to (by incorporation by reference or otherwise) in the Registration StatementDisclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan, direct stock purchase plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration StatementDisclosure Package and the Prospectus, (E) any shares limited partner interests in LCIF (“OP Units”) that are issued in exchange for real property or interests therein in the ordinary course of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withbusiness, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares Common Shares issuable upon conversion of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveOP Units.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company such Selling Stockholder will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Shares or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition or file any registration statement under the 1933 Securities Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the Representatives, in each case other than the Shares to be sold by such Selling Stockholder hereunder. The foregoing sentence shall not apply to (A) the Securities Shares 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the pledge of shares of Common Stock, or (F) the sale and transfer at any time of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase written plan filed withmeeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, or described in a prospectus supplement or prospectus filed withas amended, relating to the Commission, (F) any shares sale of Common Stock which may of the Company; provided that it shall be issued by a condition to the establishment of any such plan that no sales of Common Stock shall be made pursuant to such plan prior to the expiration of the restricted period described in this Section 6(a). 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 acquire other businesses the Company occurs; or in connection with (2) prior to the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary expiration of the 90-day restricted period, the Company announces that is a limited partnership to acquire propertiesit will release earnings results during the 16-day period beginning on the last day of the 90-day period, in each case so long as those shares the restrictions imposed by this Section 6(a) until the expiration of the 18-day period beginning on the issuance of the earnings release or limited partnership intereststhe occurrence of the material news or material event, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s 's entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesCitigroup, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) any Common Shares issued pursuant to the Securities to be sold hereunder, Company’s 2012 Equity Compensation Plan or any dividend reinvestment plan (B) the issuance of any shares Common Shares to owners of any assets, property or business which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such assets, property or business; provided that no more than an aggregate of five percent (5%) of the number of Common Stock Shares outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; and provided, further, that Citigroup receives a signed lock-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, (C) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (A) and/or (B), (D) the filing with the Commission of a universal shelf registration statement on an appropriate form under the 1933 Act and (E) any transfer or disposition of Common Shares pursuant to the Agreement and Plan of Merger by and among the Company upon Selling Shareholder, GOV MS REIT and the exercise Company, dated as of an option outstanding on September 14, 2018 (the date hereof referred to “Merger Agreement”), as described in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on General Disclosure Package and the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, and will not publicly disclose an intention to, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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, hedge, lend, or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or submit or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap swap, hedging or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 options or warrants to purchase ADSs (or to subscribe for 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; (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock equity plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, successor form thereto; or described in a prospectus supplement or prospectus filed with, the Commission, (F) ADSs, Ordinary Shares, or any shares of Common Stock which may be securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued by the Company to acquire other businesses or in connection with a transaction with an third party that includes a bona fide commercial relationship with the Company (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering or intellectual property license agreement with the Company’s entering into joint ventures ); provided, however, that the aggregate number of Ordinary Shares issued or similar arrangementsissuable pursuant to ADSs, Ordinary Shares, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership options or warrants to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties purchase ADSs (or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xsubscribe for Ordinary Shares) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) during the restricted period specified in this Section shall not include exceed 10% of the exceptions set forth in clauses (A) through (G) total number of Ordinary Shares issued and outstanding immediately following the issuance and sale of the Securities pursuant to this paragraphAgreement, and (G) any shares of Common Stock issued by provided, further that the Company in accordance with the terms shall cause each recipient of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof ADSs, Ordinary Shares or that are securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued after the date hereof pursuant to this clause (F) aboveduring the 45-day restricted period described above to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that, in the case of clauses (EC) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission(D), (F1) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares or the grant of Common Stock (but not any such limited partnership interests)options, the Company shall cause each recipient of any such shares executes grant or issuance to execute and delivers deliver to the Representatives an agreement Representatives, on or prior to such issuance, a lock-up agreement, substantially in the form of Exhibit A hereto and (2) no public announcement or filing under the 1934 Act is required of or voluntarily made by the Company, (E) the filing of a registration statement on Form S-8 with respect to the effect set forth employee benefit plans, non-employee director stock plans or dividend reinvestment plans referred to in this paragraphthe Registration Statement, which agreement shall be in form the General Disclosure Package and substance satisfactory to the Representatives and which agreement shall be applicable through and including Prospectus, or (F) the 30th day after the date issuance of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or other securities convertible into or exercisable for shares of Common Stock in connection with transactions that include a commercial relationship (including without limitation, joint ventures, marketing or distribution arrangement, collaboration agreements or license agreements), or any acquisition by the Company of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided, that, in the case of this clause (F) and (y) ), the aggregate number of shares issued shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) total number of this paragraph, outstanding shares immediately following the issuance and (G) any shares sale of Common Stock issued by the Initial Securities pursuant hereto and provided further that the Company shall cause each recipient of such shares to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement, substantially in accordance with the terms form of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesLeerink, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 employee benefit or stock incentive plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto or (F) shares of Common Stock offered and sold or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures or other strategic acquisitions), provided that (x) the aggregate number of shares issued pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, this clause (F) any shall not exceed 5.0% of the total number of outstanding shares of Common Stock which may be issued by immediately following the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary issuance and sale of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to Securities at the stockholders or other owners of those businesses or properties or to Closing Time pursuant hereto and (y) the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance recipient of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock securities issued to such persons pursuant to this clause (F) and (y) during the 180-day restricted period described above shall not include be subject to the exceptions restrictions set forth in clauses (Aa lock-up agreement described in Section 5(i) through (G) hereof for the remainder of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboverestricted period.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (A) directly or indirectly, (i) offer, pledge, 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 purchasefor the sale or lend, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or repayable with Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (iiB) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock, Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B1) any shares of Common Stock 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D2) any shares Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of Common Stock the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (3) any Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E4) any shares the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, Ordinary Shares or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable or exchangeable for Ordinary Shares, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such securities pursuant to such an agreement, in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition; provided that the aggregate number of shares issued or issuable pursuant to this clause (4) does not exceed 5% of Common Stock (but not any the number Ordinary Shares outstanding immediately after the offering of the Securities pursuant to this Agreement and, prior to such limited partnership interests)issuance, each recipient of any such shares executes securities shall execute and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory deliver to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company a “lock-up” agreement substantially in accordance with the terms form of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares registration statement on Form S-8 or (F) the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable for Common Stock, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such shares securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of Common Stock its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (but not any such limited partnership interests)ii) joint ventures, each recipient commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall does not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any exceed 18,377,015 shares of Common Stock issued by and prior to such issuance each recipient of any such securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 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 Company that is a limited partnership upon 90-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof occurrence of the material news or material event, unless the Underwriters waive, in writing, such extension; the Company will provide the Underwriters and each stockholder subject to the 90-day restricted period pursuant to clause (Fthe lock-up agreements described in Section 6(j) abovehereof with prior notice of any such announcement that gives rise to an extension of the 90-day restricted period.

Restriction on Sale of Securities. During the period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, directly or indirectly, without the prior written consent of the Representatives, directly or indirectlyRepresentative, (ia) offer, pledgeissue, sell, contract to sell, sell any option offer or contract to purchase, purchase any option or contract agree to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose option for the sale of, directly pledge, make any short sale or indirectlymaintain any short position, any shares establish or maintain a “put equivalent position” (within the meaning of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement Rule 16a-1(h) under the 1933 Act with respect to any of the foregoing1934 Act), or (ii) enter into any swap swap, derivative transaction or any other agreement or transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwiseother consideration) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of its subsidiaries, other than (A) the Company’s sale of Offered Securities pursuant to be sold hereunder, (B) any shares this Agreement and the Company’s issuance of Common Stock issued by the Company (i) upon the exercise of an option presently outstanding on options or upon the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans exercise of the Company existing on options issued to an affiliate of the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or Manager in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesoffering contemplated hereby, in each case so long as those disclosed in the General Disclosure Package or the Prospectus, (ii) in connection with financing an acquisition by the Company or a subsidiary, refinancing of the Company or a subsidiary’s outstanding indebtedness in connection with an acquisition by the Company or a subsidiary or as consideration for an acquisition by the Company or a subsidiary; provided, that such Common Stock issuances shall not exceed, in the aggregate, 15% of the then issued and outstanding shares of the Company; or limited partnership interests(iii) in connection with the grant, assignment and exercise of options under, or the issuance and sale of shares pursuant to, the New Media Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan, as applicable, are issued directly amended from time to time or (b) file a registration statement under the stockholders Act registering offers or other owners sales of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not or any such limited partnership interestssecurities convertible into, exercisable for or exchangeable for Common Stock) or any interest in shares of Common Stock, except (a) for a registration statement with respect to shares of Common Stock issuable under the New Media Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan, as amended from time to time, (b) for a registration statement with respect to shares of Common Stock issuable upon the exercise of currently outstanding options or upon the exercise of the options issued to an affiliate of the Manager in connection with the offering contemplated hereby, (c) for a registration statement in connection with the registration rights agreement, dated November 26, 2013, between the Company and Omega Advisors, Inc. and its affiliates or (d) a registration statement in connection with an issuance of Common Stock permissible pursuant to subsection (h)(a)(ii) above; provided, that in the foregoing clauses (a) and (b), each recipient no sales pursuant to such registration statement is permissible during the 45-day restricted period. 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 Company occurs or (2) prior to the expiration of the 45-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 45-day restricted period, the restrictions imposed in this clause (h) 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 the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any such shares executes and delivers announcement described in clause (2) of the preceding sentence that gives rise to the Representatives an agreement substantially to continuation of the effect restrictions set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveh).

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 60th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, with the Commission, and (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives BofA Xxxxxxx Xxxxx an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives BofA Xxxxxxx Xxxxx and which agreement shall be applicable through and including the 30th 60th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (GF) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxxxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or Warrant Shares in connection with the Company’s entering exercise of the Pre-Funded Warrants (F) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (G) the sale or issuance of or entry into an agreement to sell or issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or similar arrangements(4) strategic alliances or relationships; provided, that the aggregate number of Common Stock or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares securities convertible into or limited partnership interests, as applicable, are issued directly to the stockholders exercisable for Common Stock (on an as-converted or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (yG) shall not include exceed 5% of the exceptions set forth in clauses (A) through total number of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (G) shall execute a lock-up agreement substantially in the form of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRBC, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by upon conversion of the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration StatementSecurities, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of (or satisfaction of a condition to the issuance of) a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any offer of shares, any shares of Common Stock issued or any options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus (Dincluding the Employee Stock Purchase Plan), (E) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, (E) any shares of Common Stock offered General Disclosure Package and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionProspectus, (F) any shares of Common Stock which may be rights issued under any shareholder rights plan adopted by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares registration statement on Form S-8 under the 1933 Act with respect to the foregoing. Notwithstanding the foregoing, if (1) during the last 17 days of Common Stock issued by the 90-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 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 Company that is a limited partnership upon 90-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof pursuant to clause (F) aboveoccurrence of the material news or material event.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (A) directly or indirectly, (i) offer, pledge, 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 purchasefor the sale or lend, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or repayable with Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (iiB) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i‎(A) or (ii‎(B) above is to be settled by delivery of Common Stock, Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B1) any shares of Common Stock 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D2) any shares Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of Common Stock the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (3) any Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E4) any shares the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, Ordinary Shares or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable or exchangeable for Ordinary Shares, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such securities pursuant to such an agreement, in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition; provided that the aggregate number of shares issued or issuable pursuant to this clause ‎(4) does not exceed 5% of Common Stock (but not any the number of Ordinary Shares outstanding immediately after the offering of the Securities pursuant to this Agreement and, prior to such limited partnership interests)issuance, each recipient of any such shares executes securities shall execute and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory deliver to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company a “lock-up” agreement substantially in accordance with the terms form of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.Exhibit A hereto. 18

Restriction on Sale of Securities. During the period beginning on from the date of this Agreement through hereof and continuing to and including the 30th day date 60 days after the date of this Agreementthe Prospectus, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not to (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the 1934 Act relating to, any shares of Common Stock Securities or any securities convertible into or exercisable or exchangeable for Common Stock Securities or file any registration statement under securities of the 1933 Act with respect Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase Securities or any securities that are convertible into or exchangeable for, or that represent the right to receive, Securities or any such substantially similar securities, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Stock Securities or any securities convertible into or exercisable or exchangeable for Common Stocksuch other securities, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Securities or such other securities, in cash or otherwise, otherwise (other than (A) the Securities shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit stock option plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withon, or described in a prospectus supplement upon the conversion or prospectus filed withexchange of convertible or exchangeable securities outstanding as of, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to without the shares prior written consent of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses Representative; except that (A) through the Company may issue the Securities, (GB) the Company may grant awards under, and issue and sell Securities or securities convertible into or exchangeable for Securities pursuant to, any long-term incentive plan, employee option plan, stock ownership plan, dividend reinvestment plan or other similar plan in effect as of the date of this paragraphAgreement and disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and (GC) any shares of Common Stock issued by the Company in accordance with the terms may issue or deliver Securities issuable upon conversion, vesting or exercise of securities (including long-term incentive plan awards, options and warrants) outstanding as of the limited partnership agreement date of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof this Agreement or that are issued after the date hereof pursuant to clause (FB) aboveand (D) the Company may issue securities in connection with the AQN Private Placement.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and UBS, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, other than the filing of a prospectus or prospectus supplement (which shall state that no sales shall be made pursuant to such prospectus or prospectus supplement within the first 60 days from the date of the Prospectus) solely related to the issuance and sale of Common Stock issuable pursuant to the terms of that certain Open Market Sale AgreementSM by and between the Registrant and Xxxxxxxxx LLC, (ii) enter into any swap swap, hedging or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). 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, in each case, outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (D) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan existing on the date hereof and or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (EF) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (G) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock offered and sold in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to a dividend reinvestment and stock purchase any employee benefit plan filed with, or described assumed in a prospectus supplement or prospectus filed with, the Commissionconnection with any such acquisition, (Fii) any joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock which may be issued by issuable upon the Company to acquire other businesses conversion, exercise or in connection with the Company’s entering into joint ventures exchange of securities (on an as converted or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior ) issued pursuant to the issuance of any such shares of Common Stock this clause (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xG) shall apply only to not exceed 5% of the total number of shares of Common Stock issued to such persons and outstanding immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto, 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 agrees to be bound by the terms of the lock-up or shall execute a lock-up agreement substantially in the form of Exhibit A hereto, or (FH) and (y) shall not include beginning on the exceptions set forth in clauses (A) through (G) 61st day from the date of this paragraphthe Prospectus, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof sold pursuant to clause that certain Open Market Sale AgreementSM by and between the Registrant and Xxxxxxxxx LLC (F) aboveprovided that no public filings regarding such sales or announcement regarding such sales shall be required or be voluntarily made during the Lock-Up Period).

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesBofA and Xxxxx Xxxxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement or make a confidential submission under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. 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, the settlement of a restricted stock unit or the conversion of a security, in each case, outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (D) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan existing on the date hereof and or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus outstanding on the date hereof, (EF) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (G) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock offered and sold in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to a dividend reinvestment and stock purchase any employee benefit plan filed with, or described assumed in a prospectus supplement or prospectus filed with, the Commissionconnection with any such acquisition, (Fii) any joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock which may be issued by issuable upon the Company to acquire other businesses conversion, exercise or in connection with the Company’s entering into joint ventures exchange of securities (on an as converted or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior ) issued pursuant to the issuance of any such shares of Common Stock this clause (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xG) shall apply only to not exceed 7.5% of the total number of shares of Common Stock issued to such persons and outstanding immediately following the issuance and sale of the Securities at the 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 (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued agrees to be bound by the Company in accordance with the terms of the limited partnership lock-up or shall execute a lock-up agreement substantially in the form of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this Agreementhereof, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Shares, directly or represented by ADSs, any security that constitutes the right to receive Common Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common Stock Shares, directly or represented by ADSs, or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common StockADSs, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common StockShares, ADSs or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares or ADSs issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (C) any Common Shares or ADSs issued or options to purchase Common Shares or ADSs granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock Shares or ADSs issued pursuant to any non-employee director stock plan existing on or dividend reinvestment plan of the date hereof and referred to in the Registration StatementCompany, (E) Common Shares issued by the Company in connection with any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionsplit, (F) any shares of Common Stock which may be issued Shares sold by the Company to acquire other businesses or shareholders holding less than one unit of 100 Common Shares, (G) any Common Shares sold by the Company to shareholders in connection with the Company’s entering into joint ventures or similar arrangementspreemptive rights offering described in the Prospectus, including any Common Shares that remain unsubscribed upon the consummation of the preemptive rights offering, or (H) subject to paragraph (m) below, any limited partnership interests which may be issued by any subsidiary Common Shares of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth securities acquired in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day open market transactions after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveClosing Date.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Xxxxxxx, Xxxxx & Co., (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company (x) 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 (y) upon the exercise of any warrant under any Warrant Confirmation or upon the termination thereof or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) issuances of Common Stock, options, warrants or other convertible or exchangeable securities relating to Stock, 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 5% of the Company’s fully-diluted shares of Stock outstanding immediately after giving effect to the offering of the Firm Shares contemplated hereby, as consideration in connection with acquisitions by the Company or any of its subsidiaries other than issuances pursuant to clause (E) below or (E) issuances of Common Stock, options, warrants or other convertible or exchangeable securities relating to Common Stock issued pursuant to any non-employee director stock plan in connection with Purchase Agreements or other similar agreements existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsany merger, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesacquisition, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders business combination or other owners of those businesses strategic or properties or commercial relationship in an amount not to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such exceed 3,000,000 shares of Common Stock (but not any such limited partnership interestsor options, warrants or other convertible or exchangeable securities convertible or exchangeable into 3,000,000 shares) in the aggregate; provided, however, in the case of clauses (D) and (E), each recipient such third party or group of any such shares executes and delivers third parties receiving the Common Stock, options, warrants or other convertible or exchangeable securities relating to Common Stock agree to be bound in writing by a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if, in the judgment of the Representatives, the provisions of FINRA Rule 2711(f) apply with respect to the Representatives Common Stock and (1) during the last 17 days of the 90-day restricted period the Company issues an agreement substantially earnings release or material news or a material event relating to the effect set forth 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 paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after 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 and Xxxxxxx, Xxxxx & Co. waive, in writing, such extension. Nothing in this Agreement, but which agreement (xSection 3(g) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by prevent the Company in accordance with the terms of the limited partnership agreement of from filing any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding registration statements on the date hereof Form S-8 relating to employee benefit plans or that are issued after the date hereof pursuant on Form S-4 relating to clause (F) abovecorporate reorganizations or other transactions under Rule 145.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Xxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus (DC) any shares of Common Stock Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to any non-existing employee director stock plan existing on benefit or equity incentive plans of the date hereof and Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued entry into an agreement providing for the issuance by the Company to acquire other businesses of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit or equity incentive plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (F) the entry into any agreement providing for the issuance of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that is a limited partnership in the case of clauses (E) and (F), the aggregate number of Ordinary Shares that the Company may sell or issue or agree to acquire propertiessell or issue shall not exceed 5.0% of the total number of Ordinary Shares issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement; and provided further that, in the case of clauses (B) through (F), the Company shall cause each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures securities to execute and deliver, on or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)securities, each recipient of any such shares executes and delivers a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(m) hereof to the Representatives an agreement substantially to extent and for the duration that such terms remain in effect set forth in this paragraphat the time of the transfer, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company shall authorize its transfer agent to decline to make any transfer of such shares in accordance with the terms violation of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovelock-up agreements.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (A) directly or indirectly, (i) offer, pledge, 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 purchasefor the sale or lend, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or repayable with Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (iiB) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock, Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B1) any shares of Common Stock 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D2) any shares Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of Common Stock the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (3) any Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E4) any shares the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, Ordinary Shares or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable or exchangeable for Ordinary Shares, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such securities pursuant to such an agreement, in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition; provided that the aggregate number of shares issued or issuable pursuant to this clause (4) does not exceed 5% of Common Stock (but not any the number of Ordinary Shares outstanding immediately after the offering of the Securities pursuant to this Agreement and, prior to such limited partnership interests)issuance, each recipient of any such shares executes securities shall execute and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory deliver to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company a “lock-up” agreement substantially in accordance with the terms form of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectuses, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (x) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to 21 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 shares Common Shares of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock Shares of the Company or file any registration statement under the 1933 Act or any prospectus under the BC Securities Laws with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares of the Company, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares of the Company or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectuses, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectuses, (D) any shares of Common Stock Shares issued by the Company pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, or dividend reinvestment plan or (E) any shares a total of not more than 800,000 Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withShares (or securities convertible into, or described in a prospectus supplement or prospectus filed withexchangeable for, the Commission, (FCommon Shares) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance connection with the terms formation or furtherance of a strategic alliance or as consideration or partial consideration for the acquisition of all or substantially all of the limited partnership agreement assets or equity of a third party; provided, that in connection with the issuance or issuance and sale permitted under subclause (E) of this Section 3(j) hereof, the Company agrees (i) to obtain from each person receiving Common Shares (or securities convertible into, or exchangeable for, Common Shares) a letter substantially consistent with Exhibit B hereto and (ii) not to grant any rights exercisable prior to the six month anniversary of this Agreement with respect to the registration under the Act of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests Common Shares (or securities convertible into, or exchangeable for, Common Shares) issued in connection with such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovetransaction.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal Coordinator on behalf of the Underwriters, (i) directly or indirectly, (i) offer, pledge, 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 shares share of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock Stock, whether now owned or hereafter acquired or with respect to which the power of disposition is acquired, or file any registration statement under the 1933 Act with respect to any of the foregoingforegoing (other than as contemplated in (E), or (F) and (G) below), (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than or (iii) waive any Stockholder Lock-up Agreement (as such term is defined in the Registration Statement and the Prospectuses). Clauses (i) and (ii) of the foregoing sentence shall not limit the Company's ability (A) to sell the Securities to be sold hereunderhereunder or under the International Purchase Agreement, (B) any to issue 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectuses, (C) to grant stock options under the 1997 Stock Option Plan (as such term is defined in the Regis tration Statement and the Prospectuses), (D) any to issue shares of Common Stock issued pursuant to any non-employee director stock plan existing on as consideration for future acquisitions, provided, however, that the date hereof and referred to Company may not issue in excess of 500,000 shares for acquisitions unless the recipients of such excess shares enter into agreements containing the limitations set forth in the Registration Statementfirst sentence of this paragraph with respect to such additional shares, (E) any to file a shelf registration statement pursuant to Rule 415 under the 1933 Act relating to (a) shares of Common Stock offered outstanding as of the date of the Prospectuses and sold (b) shares of Common Stock underlying warrants or convertible notes outstanding as of the date of the Prospectuses, provided, however, that no sales of Common Stock may be made pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, such registration statement during the Commissionperiod of 180 days from the date of the Prospectuses, (F) any to file a registration statement under the 1933 Act with respect to shares of Common Stock which may or other securities to be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date hereof as consideration for an acquisition or with respect to the potential resale of this Agreementshares issued after the date hereof as consideration for an acquisition, but which agreement provided, however, that no sales may be made pursuant to such registration statement except to the extent permitted by clause (xD) shall apply only to hereof, or (G) file a registration statement under the 1933 Act registering the shares of Common Stock that may be issued to such persons pursuant to this clause options granted or to be granted under the 1997 Stock Option Plan. In addition to the foregoing, the Company will (Fi) require any individual who becomes an officer or director of the Company and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any purchases shares of Common Stock issued of the Company subsequent to the date of the Prospectuses to enter into a Lock-up Agreement in the form contained in Exhibit B hereto and (ii) in the event any registration rights are granted by the Company in accordance with regard to shares of Common Stock issuable upon the terms of the limited partnership agreement conversion of any subsidiary outstanding securities of the Company that is (as contemplated in (B) above, and including, but not limited to, a limited partnership upon $300,000 principal amount note issued as consideration for the exchange acquisition of limited partnership interests in such limited partnership one of the Initial Acquired Companies), also require the holders of shares of Common Stock that are outstanding on the date hereof or that are issued after subject of such registration rights to enter into a Lock-up Agreement in the date hereof pursuant to clause (F) aboveform of Exhibit B hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the entry into agreements providing for the issuance by the Company of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement any security convertible into or prospectus filed with, the Commission, (F) any exercisable for shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (G) the entry into agreements providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that is a limited partnership in the case of clauses (F) and (G), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to acquire propertiessell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement, and provided further that, in the case of clauses (B) through (G), the Company shall cause each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures securities to execute and deliver, on or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)securities, each recipient of any such shares executes and delivers a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(l) hereof to the Representatives an agreement substantially to extent and for the duration that such terms remain in effect set forth in this paragraphat the time of the transfer, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company shall authorize its transfer agent to decline to make any transfer of such shares in accordance with the terms violation of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovelock-up agreements.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the entry into agreements providing for the issuance by the Company of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement any security convertible into or prospectus filed with, the Commission, (F) any exercisable for shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (G) the entry into agreements providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that is a limited partnership in the case of clauses (F) and (G), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to acquire propertiessell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement, and provided further that, in the case of clauses (B) through (G), the Company shall cause each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures securities to execute and deliver, on or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)securities, each recipient of any such shares executes and delivers a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(j) hereof to the Representatives an agreement substantially to extent and for the duration that such terms remain in effect set forth in this paragraphat the time of the transfer, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company shall authorize its transfer agent to decline to make any transfer of such shares in accordance with the terms violation of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovelock-up agreements.

Restriction on Sale of Securities. During the period beginning on the date At any time that sales of Shares under this Agreement through and including have been made but not yet settled, or at any time that the 30th day after Company has outstanding with the date of Manager instructions to sell Shares under this Agreement, but such instructions have not been fulfilled or canceled, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not (i) offer, pledgesell, sellissue, 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, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Common StockStock (“Lock Up Securities”), whether any such swap, agreement or transaction described in clause (i) or (ii) above is offer, sell, issue, contract to be settled by delivery of Common Stocksell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other securitiesagreement that transfers, in cash whole or otherwisein part, other than (A) the Securities to be sold hereundereconomic consequences of ownership of Lock-Up Securities, (Biv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued by the Company upon Manager, in each case without giving the exercise Manager at least three business days’ prior written notice specifying the nature of an option outstanding on the proposed sale and the date hereof referred to in the Registration Statementof such proposed sale; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statementhowever, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may that such restriction will not be issued by the Company to acquire other businesses or required in connection with the Company’s entering into joint ventures issuance or similar arrangements, sale of (i) any securities issued or any limited partnership interests which may to be issued by any subsidiary pursuant to the Company’s equity incentive or award plans, including securities of the Company that is a limited partnership issued upon the exercise or vesting thereof; (ii) the Shares to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock be sold hereunder; (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (Giii) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary securities of the Company that is a limited partnership issued pursuant to, or upon the exchange exercise, conversion, redemption or settlement of, any securities of limited partnership interests in such limited partnership the Company or its Subsidiaries that are outstanding on at the date hereof time such order is delivered; or that are (iv) any securities of the Company issued after the date hereof pursuant or to clause be issued to TOTAL Delaware, Inc. (F) above“TOTAL”), a Delaware corporation and subsidiary of TOTAL S.A., in connection with preemptive rights held by TOTAL.

Restriction on Sale of Securities. (a) During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, and will not cause or direct any of its affiliates to, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase lend or otherwise dispose of any option or contract to sell, grant any option, right or warrant to purchaseshares of Common Stock, or otherwise transfer any options or dispose of, directly or indirectly, warrants to purchase any shares of Common Stock or any securities convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Common Stock (such options, warrants or other securities, collectively, “Derivative Instruments”) or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other agreement derivative transaction or transaction that transfersinstrument, however described or defined) which is designed to or which reasonably would be expected to lead to or result in a sale, loan, pledge or other disposition or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, the economic consequence of ownership of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common StockDerivative Instruments, whether any such swap, agreement transaction or transaction arrangement (or instrument provided for thereunder) described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (Aiii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The foregoing sentence shall not apply to the Securities to be sold hereunderhereunder or issued pursuant to stock incentive, (B) any shares of Common Stock issued by the Company bonus, equity award or other compensation plan existing on, or upon the exercise conversion or exchange of an option Derivative Instruments outstanding on as of, the date hereof referred to of this Agreement and that are described in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of General Disclosure Package and the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) issue, offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) the filing by the Company of a registration statement on Form S-8 covering the registration of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be other securities issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary under existing employee benefits plans of the Company that is a limited partnership to acquire propertiesdescribed in the Registration Statement, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to General Disclosure Package and the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives Representative an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives Representative and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 exercise, settlement or vesting of an option any warrant, right, option, restricted stock unit or other equity award, or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 any options to purchase Common Stock, restricted stock units or other equity awards granted, in each case pursuant to existing equity compensation plans or arrangements 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 existing defined-contribution savings plans under Section 401(k) of the Internal Revenue Code (including any shares issued as Company matching contributions) referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, (E) any shares of Common Stock offered the General Disclosure Package and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionProspectus, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses one or more counterparties in connection with the Company’s entering into consummation of any strategic partnership, joint ventures venture, collaboration or similar arrangementsother strategic transaction, or the acquisition or license of any limited partnership interests which may be issued by any subsidiary business products or technology, provided that the aggregate number of shares that the Company that is a limited partnership may sell or issue or agree to acquire properties, in each case so long as those shares sell or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons issue pursuant to this clause (F) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, or (yG) the filing of any registration statement on Form S-8 (including any post-amendments to any such registration statement) in respect of any equity compensation plans or arrangements maintained by the Company. 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, unless the Representative waives, in writing, such extension; provided, however, that such extension will not include apply if, within three business days prior to the exceptions set forth in clauses 15th calendar day before the last day of the 60-day restricted period, (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with delivers a certificate to the terms of the limited partnership agreement of any subsidiary Representative, signed by its Chief Financial Officer or Chief Executive Officer, certifying on behalf of the Company that is a limited partnership upon (i) the exchange Common Stock qualifies as “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of limited partnership interests paragraph (a)(1) of Rule 139 under the 1933 Act in such limited partnership that the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are outstanding on not applicable to any research reports relating to the date hereof Company published or that are issued distributed by any of the Underwriters during the 15 days before or after the date hereof last day of the 60-day restricted period (before giving effect to such extension), and (B) the Representative concurs, in its reasonable judgment, with such certification. In addition, notwithstanding anything to the contrary contained in this Section 3(i), the Company shall be permitted to keep in effect the At-the-Market Issuance Sales Agreement, dated October 8, 2012, by and between the Company and MLV & Co. LLC (the “MLV Agreement”) and the prospectus supplement to the base prospectus included in the Registration Statement related thereto, provided that pursuant to clause the terms of this Section 3(i), no sales of Common Stock under the MLV Agreement shall be made during the 60-day restricted period (F) as may be extended as set forth above).

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company and the Selling Shareholders will not, without the prior written consent of each of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing (other than on Form S-8 under the 1933 Act as described below) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, or dividend reinvestment plan or (E) any shares of Common Stock offered and sold pursuant or securities convertible, exercisable or exchangeable therefor under an existing employee benefits plan as an inducement for employees to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by join the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company provided that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures or similar arrangements, as securities agrees in writing to be bound by the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect restrictions set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to paragraph for the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall E). The Company also agrees not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) to file any registration statement with respect to any shares of Common Stock issued or any securities convertible into or exercisable or exchangeable for Common Stock for a period of 180 days from the date of the Prospectus without the prior written consent of each of the Representatives, such consent not to be unreasonably withheld, except that the Company may file a registration statement on Form S-8 under the 1933 Act to register shares of Common Stock issuable by the Company in accordance with the terms of the limited partnership agreement of any subsidiary pursuant to existing equity incentive plans of the Company referred to in the Prospectus. Notwithstanding the foregoing, if (1) 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 (2) prior to the expiration of the 180-day restricted period, the Company announces that is it will release earnings results or becomes aware that material news or a limited partnership upon material event will occur during the exchange of limited partnership interests in such limited partnership that are outstanding 16-day period beginning on the date hereof or that are issued after last day of the date hereof pursuant to 180-day restricted period, the restrictions imposed in this clause (Fj) aboveshall 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.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company such Selling Shareholder will not, without the prior written consent of the Representatives, directly or indirectlyMerrill Lynch, (i) offer, pledge, sell, contract to sell, sell any option selx xxx xpxxxx 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 shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, other than (A) the Securities to be sold hereunder, (B) such Selling Shareholder may transfer any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans securities of the Company existing on without the date hereof and referred to in prior written consent of Merrill Lynch, provided that (1) Merrill Lynch receives a sigxxx xxxk-xx xgreement for the Registration Statementbalxxxx xx xxx xockup period from each donee, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statementtrustee, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withdistributee, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementstransferee, as the case may be, and(2) any such transfer shall not involve a disposition for value, prior (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) as a distribution to limited partners or stockholders of the undersigned or (iv) to the issuance undersigned's affiliates or to any investment fund or other entity controlled or managed by the undersigned. In addition, the undersigned may exercise any warrants or options (in each case as described in the Prospectus) to purchase securities of the Company held by the undersigned; provided that the undersigned hereby acknowledges and agrees that any securities of the Company issued upon exercise of such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers warrants or options shall be subject to the Representatives an agreement substantially to the effect restrictions set forth in this paragraph. For purposes of this lock-up agreement, which agreement "immediate family" shall be in form mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and substance satisfactory consents to the Representatives entry of stop transfer instructions with the Company's transfer agent and which registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) 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 (2) prior to the expiration of the 180-day restricted period, 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 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. Such Selling Shareholder hereby acknowledges and agrees that written notice of any extension of the 180-day lock-up period pursuant to the previous paragraph will be delivered by Merrill Lynch to the Company (in accordance with Section 13 ox xxx Xuxxxxxe Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, such Selling Shareholder. Such Selling Shareholder further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement shall be applicable through and including during the 30th day after period from the date of this Agreementlock-up agreement to and including the 34th day following the expiration of the initial 180-day lock-up period, but which agreement (x) shall apply only it will give notice thereof to the shares of Common Stock issued to Company and will not consummate such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) transaction or take any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of such action unless it has received written confirmation from the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof 180-day lock-up period (as may have been extended pursuant to clause (Fthe previous paragraph) abovehas expired.

Restriction on Sale of Securities. During the a period beginning on of 75 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 employee benefit plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) any shares the adoption of Common Stock offered a new equity incentive plan and sold issue securities pursuant to a dividend reinvestment and stock purchase plan filed with, such plan; or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued the filing by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in registration statement on Form S-8 or a successor form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovethereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares securities convertible into or limited partnership interests, as applicable, are issued directly to the stockholders exercisable or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of exchangeable for Common Stock issued by the Company in accordance connection with the terms acquisition of companies, businesses or assets or pursuant to an employee benefit plan assumed by the limited partnership agreement Company in connection with such acquisition, (F) the filing by the Company of any subsidiary a registration statement on Form S-8 covering existing employee benefit plans of the Company that is a limited partnership upon referred to in the exchange Registration Statement, the General Disclosure Package and the Prospectus or (G) the entry into any agreement providing for the issuance of limited partnership interests shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such limited partnership that are outstanding on the date hereof or that are issued after the date hereof securities pursuant to any such agreement; provided that in the case of clauses (B) through (G), the Company shall cause each recipient of such securities to execute and deliver, on or prior to the issuance of such securities, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(i) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer; and provided further that, in the case of clauses (E) and (G), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not exceed 5.0% in the case of clause (FE) aboveand an aggregate of 10.0% in the case of clauses (E) and (G) together, respectively, of the total number of shares of Common Stock outstanding immediately following the Closing Time.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clause (i) and (ii). 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 Company existing on the date hereof and 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (F) the issuance by the Company of any shares of Common Stock offered and sold in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that (x) the aggregate number of shares issued pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, this clause (F) any shall not exceed 5% of the total number of outstanding shares of Common Stock which may be issued by immediately following the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary issuance and sale of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to Securities at the stockholders or other owners of those businesses or properties or to Closing Time pursuant hereto and (y) the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance recipient of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock securities issued to such persons pursuant to this clause (F) and (y) during the 180-day restricted period described above shall not include be subject to the exceptions restrictions set forth in clauses (Aa lock-up agreement described in Section 5(i) through (G) hereof for the remainder of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboverestricted period.

Restriction on Sale of Securities. During Each Selling Shareholder agrees that, during the period of 30 days beginning on on, and including, the date of this Agreement through and including (the 30th day after the date of this Agreement“Restricted Period”), the Company such Selling Shareholder will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 of the Securities Act) by such Selling Shareholder, or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”), or file exercise any right with respect to the registration of any Lock-Up Securities, or cause to be filed any registration statement under the 1933 Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common StockLock-Up Securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase, grant, loan, transfer or disposition, or to exercise any such right or enter into any such swap or other than agreement or transaction. The restrictions in clauses (i) and (ii) of the foregoing sentence shall not apply to (A) the Securities to be sold hereunderby such Selling Shareholder pursuant to this Agreement, (B) transfers as a bona fide gift or gifts, (C) transfers to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder (as defined below), (D) transfers as a distribution to limited partners or equityholders of such Selling Shareholder, (E) transfers to such Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Shareholder, (F) transactions by a Selling Shareholder relating to shares of Common Stock issued by or other securities acquired in open market transactions after the Company upon completion of the exercise offering of an option outstanding on the date hereof referred to in the Registration StatementSecurities, (CG) any transfers pursuant to an order of a court or governmental agency (including a qualified domestic order) or (H) transfers of shares of Common Stock issued or options such other securities by will or intestacy to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to any Selling Shareholder’s legal representative, heir or legatee; provided, in the Registration Statementcase of clauses (B), (C), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement), or (E), that (1) any shares the Underwriters receive a signed lock-up agreement for the balance of Common Stock offered the Restricted Period substantially to the effect of the provisions set forth in this Section 4(j) and sold pursuant otherwise in a form reasonably acceptable to a dividend reinvestment and stock purchase plan filed withthe Underwriters from each donee, trustee, distributee, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementstransferee, as the case may be, and, prior to the issuance of (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (4) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; provided, further, that Igloo Co-Invest LLC shall be permitted to transfer or distribute up to an aggregate of 300,000 shares of Common Stock to its equityholders in transactions not involving a disposition for value without being subject to the lockup, reporting or other restrictions contained in clauses (but not 1), (3) or (4) immediately above; provided, still further, in the case of clause (F), that any such limited partnership intereststransfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act and such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; and provided, still further, in the case of clauses (G) and (H), each recipient of any that (1) such shares executes Selling Shareholder shall use its reasonable best efforts to cause the transferee to sign and delivers deliver to the Representatives an Underwriters a lock-up agreement for the balance of the Restricted Period substantially to the effect of the provisions set forth in this paragraph, which agreement shall be Section 4(j) and otherwise in a form and substance satisfactory reasonably acceptable to the Representatives Underwriters, (2) any filing under Section 16 of the Exchange Act that is required to be made during the Restricted Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law, and which agreement shall be applicable through and including the 30th day after the date (3) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfer. For purposes of this AgreementSection 4(j), but which agreement (x) “immediate family” shall apply only mean any relationship by blood, marriage or adoption, not more remote than first cousin. Each Selling Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of its shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth or any other Lock-Up Securities except in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance compliance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveforegoing restrictions.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesLeerink, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clauses (i) and (ii) above. 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 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 existing on the date hereof and 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (F) the issuance by the Company of any shares of Common Stock offered and sold in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that (x) the aggregate number of shares issued pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, this clause (F) any shall not exceed 5% of the total number of outstanding shares of Common Stock which may be issued by immediately following the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary issuance and sale of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to Securities at the stockholders or other owners of those businesses or properties or to Closing Time pursuant hereto and (y) the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance recipient of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock securities issued to such persons pursuant to this clause (F) and (y) during the 90-day restricted period described above shall not include be subject to the exceptions restrictions set forth in clauses (Aa lock-up agreement described in Section 5(i) through (G) hereof for the remainder of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.restricted period;

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clauses (i) and (ii). 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 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 existing on the date hereof and 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto. The Company additionally may assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock offered during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and sold (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to a dividend reinvestment the terms of the lock-up agreement between such stockholder and stock purchase plan filed with, the Underwriters; or described in a prospectus supplement or prospectus filed with, the Commission, (F) any up to 5% of the aggregate number of shares of Common Stock which may be outstanding immediately following the offering of the Securities, issued by the Company to acquire other businesses or in connection with the Company’s entering into mergers, acquisitions or commercial or strategic transactions (including, without limitation, joint ventures ventures, marketing or similar distribution arrangements, commercial relationships, lending relationships, collaboration agreements or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interestsintellectual property licenses), each recipient provided that the recipients of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include execute a Lock-up Agreement during the exceptions set forth Lock-Up Period in clauses (A) through (G) substantially in the form of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementFinal Offering Memorandum, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Company or securities of the Company that are convertible into, or exchangeable for, the offered Securities or such other debt securities, (ii) offer, pledge, 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 purchasefor the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (iiiii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any the Common Stock Stock, or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock, whether any such swap, agreement swap or transaction described in clause (iii) or (iiiii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the purchase of call options and the sale of warrants described in the Disclosure Package and the Final Offering Memorandum, and any transactions in the Company’s securities contemplated thereby; (B) the Securities to be sold hereunder, (B) any shares of hereunder or the Common Stock issued by the Company to be delivered upon the exercise of an option outstanding on the date hereof referred to in the Registration Statementconversion thereof, (C) any shares of Common Stock issued or options the resale registration statement to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan be filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company pursuant to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary Registration Rights Agreements relating to the resale of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes Securities and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or any other registration statement filed pursuant to this clause (F) registration rights described in the Disclosure Package and the Final Offering Memorandum and (yD) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock to be issued by pursuant to the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership Company’s existing employee stock option plans (including reload options) existing on, or upon the conversion or exchange of limited partnership interests in such limited partnership that are convertible or exchangeable securities outstanding on as of, the date hereof or that are issued after the date hereof pursuant to clause (F) abovehereof.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (F) the sale or issuance of or entry into an agreement to sell or issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances or relationships; provided, that the aggregate number of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement securities convertible into or prospectus filed with, the Commission, (F) any shares of exercisable for Common Stock which may be issued by the Company to acquire other businesses (on an as-converted or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (y) shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) total number of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this paragraphAgreement; and provided further, and (G) any shares that each recipient of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof securities convertible into or exercisable for Common Stock pursuant to this clause (F) aboveshall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clause (i) or (ii). 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 employee benefit or stock incentive plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (F) the issuance by the Company of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into a licensing agreement, joint ventures venture, acquisition or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders business combination or other owners collaboration or strategic transaction (including the filing of those businesses a registration statement on Form S-4 or properties or to the other equity owners appropriate form with respect thereto), provided that recipients of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient agree to be bound by the terms of any such shares executes the lock-up letter described in Section 5(i) hereof and delivers to the Representatives an agreement substantially to sum of the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date aggregate number of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock so issued to such persons pursuant to this clause (F) and (y) shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any total outstanding shares of Common Stock issued by outstanding immediately following the Company in accordance with the terms consummation of the limited partnership agreement of any subsidiary offering of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSecurities.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell or grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoingStock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, (iii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than a registration statement required to be filed pursuant to that certain Registration Rights Agreement, dated as of October 1, 2012, by and between the Company and ARS VI Investor I, LLC (“ARS”)), or (iv) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder and the issuance of shares of Common Stock upon the conversion of the Securities in accordance with the Indenture, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or share appreciation right outstanding or issuable 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 by the Company upon the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued or options to purchase Common Stock granted or other awards issued or issuable in or relating to Common Stock pursuant to any existing employee benefit incentive award plans or any non-employee director stock plan of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the issuance to ARS of warrants and share appreciation rights pursuant to the Securities Purchase Agreement, dated as of October 1, 2012, by and between the Company and ARS and any shares of Common Stock issued pursuant to any non-employee director stock the exercise of such warrants and share appreciation rights, and (F) up to 1,000,000 shares of Common Stock issued pursuant to the Company’s dividend reinvestment and share purchase plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered the General Disclosure Package and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) issue, offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) the filing by the Company of a registration statement on Form S-8 covering the registration of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be other securities issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary under existing employee benefits plans of the Company that is a limited partnership to acquire propertiesdescribed in the Registration Statement, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to General Disclosure Package and the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives[·], (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares registration statement on Form S-8, or (F) the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable for Common Stock, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such shares securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of Common Stock its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (but not any such limited partnership interests)ii) joint ventures, each recipient commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall does not include the exceptions set forth in clauses (A) through (G) exceed [insert 10% of this paragraph, and (G) any outstanding stock] shares of Common Stock issued by and prior to such issuance each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 180-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 Company that is a limited partnership upon 180-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof occurrence of the material news or material event, unless the Representatives waive, in writing, such extension; the Company will provide the Representatives and each stockholder subject to the 180-day restricted period pursuant to clause (Fthe lock-up agreements described in Section 6(i) abovehereof with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 referred to and described in the Registration StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to described in the Registration StatementProspectus, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to described in the Registration StatementProspectus. The Company agrees not to, (E) without the prior written consent of Xxxxxxx Xxxxx, release any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, stockholder or described in a prospectus supplement or prospectus filed with, the Commission, (F) optionholder from any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection agreement with the Company’s entering into joint ventures , whether by contract or similar arrangementsby law, whereby such person or entity has agreed not to sell or otherwise transfer or dispose of any limited partnership interests which may be issued by any subsidiary Common Stock (or other securities) of the Company that is for a limited partnership period of up to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to 90 days following the stockholders or other owners commencement of those businesses or properties or to the other equity owners public offering of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof Underwriters or that are issued after the date hereof pursuant to clause (F) aboveotherwise.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) the filing of any shares of Common Stock offered and sold pursuant registration statement on Form S-8 with respect to a dividend reinvestment and stock purchase any equity incentive plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary equity awards of the Company that is a limited partnership referred to acquire propertiesin the Registration Statement, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to General Disclosure Package and the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the period beginning on the date At any time that sales of Shares under this Agreement through and including have been made but not yet settled, or at any time that the 30th day after the date of Company has any outstanding instructions to sell Shares under this Agreement, but such instructions have not been fulfilled or canceled, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not (i) offer, pledgesell, sellissue, 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, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Common StockStock (“Lock-Up Securities”), whether any such swap, agreement or transaction described in clause (i) or (ii) above is offer, sell, issue, contract to be settled by delivery of Common Stocksell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other securitiesagreement that transfers, in cash whole or otherwisein part, other than (A) the Securities to be sold hereundereconomic consequences of ownership of Lock-Up Securities, (Biv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued by the Company upon applicable Manager, in each case without giving such Manager at least three business days’ prior written notice specifying the exercise nature of an option outstanding on the proposed sale and the date hereof referred to in the Registration Statementof such proposed sale; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statementhowever, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may that such restriction will not be issued by the Company to acquire other businesses or required in connection with the Company’s entering into joint ventures issuance or similar arrangements, sale of (A) any securities issued or any limited partnership interests which may to be issued by any subsidiary pursuant to the Company’s equity incentive or award plans, including securities of the Company that is a limited partnership issued upon the exercise or vesting thereof; (B) the Shares to acquire properties, in each case so long as those shares be sold hereunder; or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (GC) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary securities of the Company that is a limited partnership issued pursuant to, or upon the exchange exercise, conversion, redemption or settlement of, any securities of limited partnership interests in such limited partnership the Company or its Subsidiaries that are outstanding on at the date hereof or that are issued after the date hereof pursuant to clause (F) abovetime such order is delivered.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesSandler, (i) directly or indirectly, (i) offer, pledge, 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 purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares share of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock Stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or exercise any right with respect to the registration thereof, or file or cause to be filed any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stocksuch other securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 referred to and disclosed in the Registration Statement, General Disclosure Package and Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8, including any amendments, with respect to the registration of any shares of Common Stock issued pursuant to or securities convertible, exercisable or exchangeable into Common Stock or any non-employee director other securities of the Company under stock plan existing on the date hereof and referred to plans disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or securities in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the Company that is a limited partnership to acquire propertiessecurities, in each case so long as those shares or limited partnership interestsbusinesses, as applicable, are issued directly to the stockholders property or other owners assets of those businesses another person or properties entity or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued employee benefit plan assumed by the Company in accordance connection with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof acquisition, or that are issued after the date hereof pursuant to clause (F) abovethe issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares registration statement on Form S-8 or (F) the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable for Common Stock, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such shares securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of Common Stock its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (but not any such limited partnership interests)ii) joint ventures, each recipient commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall does not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any exceed 19,827,377 shares of Common Stock issued by and prior to such issuance each recipient of any such securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 45-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 Company that is a limited partnership upon 45-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof occurrence of the material news or material event, unless the Underwriters waive, in writing, such extension; the Company will provide the Underwriters and each stockholder subject to the 45-day restricted period pursuant to clause (Fthe lock-up agreements described in Section 6(j) abovehereof with prior notice of any such announcement that gives rise to an extension of the 45-day restricted period.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) the filing by the Company of a registration statement on Form S-8 covering the registration of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be other securities issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary under existing employee benefits plans of the Company that is a limited partnership to acquire propertiesdescribed in the Registration Statement, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to General Disclosure Package and the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoingforegoing , or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). 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, in each case, outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (D) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan existing on the date hereof and or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (EF) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (G) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock offered and sold in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to a dividend reinvestment and stock purchase any employee benefit plan filed with, or described assumed in a prospectus supplement or prospectus filed with, the Commissionconnection with any such acquisition, (Fii) any joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock which may be issued by issuable upon the Company to acquire other businesses conversion, exercise or in connection with the Company’s entering into joint ventures exchange of securities (on an as converted or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior ) issued pursuant to the issuance of any such shares of Common Stock this clause (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xG) shall apply only to not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto or (H) shares of Common Stock sold pursuant to that certain Open Market Sale AgreementSM by and between the Registrant and Xxxxxxxxx LLC (provided that no disclosure of such persons sales shall occur prior to the 91st day from the date of the Prospectus); 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 (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued agrees to be bound by the Company in accordance with the terms of the limited partnership lock-up or shall execute a lock-up agreement substantially in the form of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 employee benefit existing plans of the Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares securities equal to up to 7.5% of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those outstanding shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance connection with the terms acquisition by the Company or any of its subsidiaries of the limited partnership agreement securities, business, property or other assets of another person or entity or pursuant to any subsidiary plan assumed by the Company in connection with such acquisition, (F) securities equal to up to 7.5% of the Company’s outstanding shares issued by the Company in connection with joint ventures, commercial relationships or other strategic transactions, or (G) the filing of a registration statement on Form S-8; provided however, that is a limited partnership upon securities issued by the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof Company pursuant to clause (E) and (F) aboveshall be subject to the restrictions set forth in this Section 3(h).

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Registration StatementProspectus, 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 Company existing on the date hereof and referred to in the Registration StatementProspectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof or dividend reinvestment plan, and referred to in the Registration Statementany registration related thereto, or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth directors in clauses (A) through (G) lieu of this paragraphdirectors' fees, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveregistration related thereto.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx and Xxxxx Fargo, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During The Selling Shareholder agrees that, during the period of 45 days beginning on on, and including, the date of this Agreement through and including (the 30th day after the date of this Agreement“Restricted Period”), the Company Selling Shareholder will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 of the Securities Act) by the Selling Shareholder, or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”), or file exercise any right with respect to the registration of any Lock-Up Securities, or cause to be filed any registration statement under the 1933 Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common StockLock-Up Securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase, grant, loan, transfer or disposition, or to exercise any such right or enter into any such swap or other than agreement or transaction. The restrictions in clauses (i) and (ii) of the foregoing sentence shall not apply to (A) the Securities to be sold hereunderby the Selling Shareholder pursuant to this Agreement, (B) transfers as a bona fide gift or gifts, (C) transfers to any trust for the direct or indirect benefit of the Selling Shareholder or the immediate family of the Selling Shareholder (as defined below), (D) transfers as a distribution to limited partners or equityholders of the Selling Shareholder, (E) transfers to the Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by the Selling Shareholder, (F) transactions by the Selling Shareholder relating to shares of Common Stock issued by or other securities acquired in open market transactions after the Company upon completion of the exercise offering of an option outstanding on the date hereof referred to in the Registration StatementSecurities under this Agreement, (CG) any transfers pursuant to an order of a court or governmental agency (including a qualified domestic order) or (H) transfers of shares of Common Stock issued or options such other securities by will or intestacy to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to Selling Shareholder’s legal representative, heir or legatee; provided, in the Registration Statementcase of clauses (B), (C), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement), or (E), that (1) any shares the Underwriters receive a signed lock-up agreement for the balance of Common Stock offered the Restricted Period substantially to the effect of the provisions set forth in this Section 3(c) and sold pursuant otherwise in a form reasonably acceptable to a dividend reinvestment and stock purchase plan filed withthe Underwriters from each donee, trustee, distributee, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementstransferee, as the case may be, and(2) any such transfer shall not involve a disposition for value, prior (3) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (4) the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; provided, further, in the case of clause (F), that any such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act and the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; and provided, still further, in the case of clauses (G) and (H), that (1) the Selling Shareholder shall use its reasonable best efforts to cause the transferee to sign and deliver to the issuance Underwriters a lock-up agreement for the balance of the Restricted Period substantially to the effect of the provisions set forth in this Section 3(c) and otherwise in a form reasonably acceptable to the Underwriters, (2) any filing under Section 16 of the Exchange Act that is required to be made during the Restricted Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law, and (3) the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfer. For purposes of this Section 3(c), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The Selling Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of its shares of Common Stock (but not or any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth other Lock-Up Securities except in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance compliance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveforegoing restrictions.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-up Period”), the Company will not, without the prior written consent of the Representativesboth Jefferies and Xxxxx, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares, or file any registration statement under the 1933 Securities Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities Offered Shares to be sold hereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise or vesting of an option or warrant or any other equity-based security or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus, (DC) any shares of Common Stock issued Shares, dividend equivalent rights or other equity-based awards issued, or options to purchase Shares granted, pursuant to any non-existing employee director stock plan existing on benefit plans of the date hereof and Company referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus), (D) any Shares issued in connection with mergers or acquisitions of businesses, entities, property or other assets or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition, (E) any shares the issuance of Common Stock offered Shares, of restricted stock awards or of options to purchase Shares, in each case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (D) and sold pursuant to a dividend reinvestment and (E), (1) the aggregate number of restricted stock purchase plan filed awards of Shares as applicable, issued in connection with, or described issuable pursuant to the exercise of any options issued in a prospectus supplement or prospectus filed connection with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary all such transactions does not exceed 10% of the Company that is a limited partnership aggregate number of Shares outstanding immediately following the offering of the Offered Shares pursuant to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to this Agreement and (2) the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes restricted stock awards, Shares, options or other securities shall execute and delivers deliver to the Representatives Underwriters an agreement substantially in the form of Exhibit D hereto for the period from the date of such agreement until the end of the 90-day restricted period provided for in this Section or (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the effect 1934 Act, provided that such plan does not provide for the transfer of Shares during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period. If both Jefferies and Xxxxx, in their sole discretion, agree to release or waive the restrictions set forth in this paragraph, which a lock-up agreement shall be described in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xSection 6(l) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary hereof for an officer or director of the Company that is and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, if required by FINRA Rule 5131 (or its successor), the Company agrees to announce the impending release or waiver by a limited partnership upon press release through a major news service at least two business days before the exchange effective date of limited partnership interests in such limited partnership that are outstanding on the date hereof release or that are issued after the date hereof pursuant to clause (F) abovewaiver.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 60th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx and Xxxxx Fargo, directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, with the Commission, and (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 60th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (GF) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Company existing on the date hereof and referred to in 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the filing of any shares of Common Stock offered and sold pursuant registration statement on Form S−8 with respect to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionforegoing clauses (B), (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FC) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveD).

Restriction on Sale of Securities. During The Selling Shareholder agrees that, during the period of 45 days beginning on on, and including, the date of this Agreement through and including (the 30th day after the date of this Agreement“Restricted Period”), the Company Selling Shareholder will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 of the Securities Act) by the Selling Shareholder, or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”), or file exercise any right with respect to the registration of any Lock-Up Securities, or cause to be filed any registration statement under the 1933 Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common StockLock-Up Securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase, grant, loan, transfer or disposition, or to exercise any such right or enter into any such swap or other than agreement or transaction. The restrictions in clauses (i) and (ii) of the foregoing sentence shall not apply to (A) the Securities to be sold hereunderby the Selling Shareholder pursuant to this Agreement, (B) transfers as a bona fide gift or gifts, (C) transfers to any trust for the direct or indirect benefit of the Selling Shareholder or the immediate family of the Selling Shareholder (as defined below), (D) transfers as a distribution to limited partners or equityholders of the Selling Shareholder, (E) transfers to the Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by the Selling Shareholder, (F) transactions by the Selling Shareholder relating to shares of Common Stock issued by or other securities acquired in open market transactions after the Company upon completion of the exercise offering of an option outstanding on the date hereof referred to in the Registration StatementSecurities under this Agreement, (CG) any transfers pursuant to an order of a court or governmental agency (including a qualified domestic order) or (H) transfers of shares of Common Stock issued or options such other securities by will or intestacy to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to Selling Shareholder’s legal representative, heir or legatee; provided, in the Registration Statementcase of clauses (B), (C), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement), or (E), that (1) any shares the Underwriters receive a signed lock-up agreement for the balance of Common Stock offered the Restricted Period substantially to the effect of the provisions set forth in this Section 3(d) and sold pursuant otherwise in a form reasonably acceptable to a dividend reinvestment and stock purchase plan filed withthe Underwriters from each donee, trustee, distributee, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementstransferee, as the case may be, and(2) any such transfer shall not involve a disposition for value, prior (3) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (4) the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; provided, further, in the case of clause (F), that any such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act and the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; and provided, still further, in the case of clauses (G) and (H), that (1) the Selling Shareholder shall use its reasonable best efforts to cause the transferee to sign and deliver to the issuance Underwriters a lock-up agreement for the balance of the Restricted Period substantially to the effect of the provisions set forth in this Section 3(d) and otherwise in a form reasonably acceptable to the Underwriters, (2) any filing under Section 16 of the Exchange Act that is required to be made during the Restricted Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law, and (3) the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfer. For purposes of this Section 3(d), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The Selling Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of its shares of Common Stock (but not or any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth other Lock-Up Securities except in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance compliance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveforegoing restrictions.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this Agreement, the The Company will not, without the prior written consent of the RepresentativesWachovia, directly or indirectly, (i) offer, pledge, 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 purchasefor 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, 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 1934 Act and the 1934 Act Regulations with respect to, any shares of Common Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any other capital stock of the foregoingCompany, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether publicly announce an intention to effect any such swaptransaction, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding for a period beginning on and including the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable Agreement through and including the 30th day date which is 180 days after the date of this Agreement; provided, but which agreement however, that (xA) shall apply only the Company may issue and sell Securities pursuant to this Agreement, (B) the 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 date of this Agreement, (C) 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, (D) the Company may issue Common Stock pursuant to the Preferred Stock Exchange on the terms contemplated by the Prospectus and (E) the Company may file with the Commission a registration statement on Form S-8 in respect of the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth issuable under employee stock option plans as in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding effect on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveof this Agreement.

Restriction on Sale of Securities. During the a period beginning on the date of this Agreement through and including the 30th day 90 days after the date of this Agreementthe Closing Date, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, 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 Ordinary Shares, directly or indirectlyADSs, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or ADSs or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common StockADSs, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Ordinary Shares or ADSs or other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares or ADSs issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares or ADSs issued or options to purchase Ordinary Shares or ADSs granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided, however, that the foregoing exception shall not apply to an issuance to those emp loyees who do not own securities of the Company as of the date hereof, (D) any shares of Common Stock Ordinary Shares or ADSs issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionsuccessor form thereto, (F) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or ADSs or securities convertible into or exercisable or exchangeable Ordinary Shares or ADSs in connection with a follow-on public offering subsequent to this Offering during the eight (8) month period following the completion of the Offering for which the Representatives have the Participation Opportunity, as provided in that certain Amended and Restated Letter of Engagement dated November 14, 2022 between the Company and the Representatives, or (G) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or ADSs or securities convertible into or exercisable or exchangeable Ordinary Shares or ADSs in connection with any shares Exh 4.11-18 EXHIBIT 4.11 (i) mergers, (ii) acquisition of Common Stock which may be issued securities, businesses, property or other assets, (iii) pursuant to an employee benefit plan assumed by the Company to acquire other businesses or in connection with a merger or acquisition, (iv) joint ventures, (v) commercial relationships or (vi) other strategic transactions; provided that the Company’s entering aggregate number of Ordinary Shares or ADSs or securities convertible into joint ventures or similar arrangements, exchangeable for Ordinary Shares or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long ADSs (on an as those shares converted or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (yG) shall not include exceed 5% of the exceptions set forth in clauses (A) through total number of shares of the Company’s Ordinary Shares and ADSs issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of Ordinary Shares or ADSs or securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs pursuant to this clause (G) shall execute a lock-up agreement substantially in the form of this paragraphExhibit A hereto, and or (GH) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant respect to clause (F) aboveG), the filing of a registration statement on Form S-4 or a successor form thereto.