Common use of Clear Market Clause in Contracts

Clear Market. For a period of 30 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than (A) to the Underwriter pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option options granted under Company Stock Plans, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan or warrantinducement award, which plan or agreement is disclosed in the Registration Statement, the vesting of restricted stock units or Pricing Disclosure Package and the conversion or exchange of Prospectus and (D) any equity awards granted under a security outstanding on the date hereof as referred to Company Stock Plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant , provided that the Company shall cause each recipient of such grant to execute and deliver to the stockRepresentatives a lock-based compensation plans of the Company and its subsidiaries as referred to up agreement substantially in the Registration Statement, form of Exhibit D hereto prior to such grant if such recipient has not already delivered one. If the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; providedRepresentatives, in the case of this clause (E) the transferee of such shares agrees their sole discretion, agree to be bound in writing to release or waive the restrictions set forth in this subsection (h); (Fthe lock-up letter described in Section 8(l) the filing of any registration statement on Form S-8 hereof for an officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit B hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC. The foregoing sentence shall not apply to (i) the UnderwriterShares to be sold hereunder, other than (Aii) to the Underwriter pursuant to this Agreement; (B) issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (Ciii) the grant of stock options, restricted stock, restricted stock units or other equity awards to employees, consultants or directors pursuant to the stock-based compensation plans terms of an equity plan in effect as of the Company and its subsidiaries date of the Pricing Disclosure Package as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (Div) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during for the 30-day restricted period, any transfer of shares of common stock Common Stock, provided that (a) such trading plan does not provide for the transfer of Common Stock during the Restricted Period and (b) no public announcement or filing under any new the Exchange Act regarding the establishment of such trading plan shall be required or existing Plan and any Section 16 filings required voluntarily made by or on behalf of the Company during the Restricted Period, (v) the filing of a registration statement on Form S-4 relating to be filed in connection therewithan acquisition of or merger with a real property company; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature aggregate number of securities registered under such transfer; (E) the issuance of up to registration statement does not exceed 5% of the outstanding total number of shares of Common Stock in connection with the acquisition outstanding on a fully diluted basis as of the assets ofdate of this Agreement and provided, or a majority or controlling portion of the equity offurther, or a joint venture with another entity in connection with the acquisition by that the Company or any of its subsidiaries shall cause each recipient of such entity; providedshares, in on or prior to the case issuance of this clause (E) the transferee of any such shares agrees of Common Stock pursuant to such registration statement, to agree in writing to be bound in writing to by the restrictions set forth in terms of this subsection Section 5(i) for the balance of the Restricted Period, (h); (Fvi) the filing of any a registration statement on Form S-8 (including any amendments or a successor form thereto supplements thereto) relating to the shares of common stock securities granted or to be granted pursuant to the Company’s equity incentive plans or reserved for employee stock purchase plans or any assumed employee benefit plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (vii) the issuance under the stock-based compensation plans of shares of Common Stock or limited liability company units of the Company GLP Capital, L.P. (“OP Units”) in connection with acquisitions of real property or real property companies; provided that the aggregate number of shares of Common Stock and its subsidiaries referred OP Units issued during the Restricted Period pursuant to in this clause (C); (Gvii) does not exceed 5% of the total number of shares of Common Stock outstanding on a fully diluted basis as of the date of this Agreement and provided, further, that the Company shall cause each recipient of such shares, on or prior to the issuance of any such shares exchangeable of Common Stock, to agree in writing to be bound by the terms of this Section 5(i) for stock issued the balance of the Restricted Period, or (viii) any action to be taken by the Company with regard to Pinnacle equity awards as set forth in that certain Agreement and Plan of Merger, dated as of July 20, 2015 (the “Merger Agreement”), by and among the Company, Gold Merger Sub, LLC, a Delaware limited liability company, and Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), pursuant to its existing plan of reorganization; (H) pursuant to which the exchange Company acquired all of the exchangeable shares outstanding equity interests of Ceridian AcquisitionCo ULC; and Pinnacle (Ithe “Acquisition”) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 or that certain employee matters agreement entered into in connection therewithwith the Acquisition (the “Employee Matters Agreement”).

Clear Market. For a period of 30 180 days after the date of the Prospectusinitial public offering of the Shares, the Company Selling Shareholder will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock without the prior written consent of the UnderwriterRepresentatives, in each case other than (A) to the Underwriter pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required Shares to be filed in connection therewithsold by the Selling Shareholder hereunder or which are transferred to direct or indirect subsidiaries or joint ventures of Biwater plc.; provided provided, however, that it shall be a condition to any Section 16 such transfer that (i) no filing by any party (transferor or transferee) with the Commission shall be required or shall be voluntarily made in connection with this clause such transfer during the lock-up period, as such may be extended, and (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (Eii) the transferee of such shares agrees in writing to be bound in writing to by the restrictions set forth in this subsection Section 6(a). Notwithstanding the foregoing, if (h); (F1) during the filing last 17 days of any registration statement on Form S-8 the 180-day restricted period, the Company issues an earnings release or material news or a successor form thereto material event relating to the shares of common stock granted pursuant Company occurs; or (2) prior to or reserved for issuance under the stock-based compensation plans 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 by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Notwithstanding the foregoing, the restrictions described herein shall not apply to (A) any pledge of Shares in existence at the time of the execution and its subsidiaries delivery of this Agreement for the purpose of securing credit facilities and that is referred to in clause footnote (C5) to the table contained in “Principal and selling shareholders” in the Prospectus and the Time of Sale Information or (B) any pledge in respect of bona fide credit facilities incurred following the execution and delivery of this Agreement in any amount, the proceeds of which are to be used in connection with the business of Biwater (as defined in the Prospectus); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant provided, however, that it shall be a condition to the exchange continued exclusion of any such pledge that no filing by any party (pledgor or pledgee) with the exchangeable shares of Ceridian AcquisitionCo ULCCommission shall be required or shall be voluntarily made in connection with such pledge during the lock-up period, as such may be extended; and provided, further, that it shall be a condition to any pledge described in (IB) pursuant in respect of such credit facilities that do not represent the refinancing or replacement of credit facilities referred to a Global Employee Stock Purchase Plan and filing in (A) up to the maximum amount of such credit facilities so refinanced or replaced, that any pledgee who acquires such pledge agrees in writing to be bound by the registration statement on Form S-8 restrictions set forth in connection therewithclauses (i) through (iii) of this Section 6(a).

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Company will not (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 or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or (iii) or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterXxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., other than (A) the Securities to be sold hereunder and the Underwriter pursuant to this Agreement; delivery of Warrant Shares upon exercise of the Warrants, (B) any shares of Stock issued upon the exercise of an option options granted under Company Stock Plans or warrant, the vesting of restricted stock units or the conversion or exchange of a security warrants described as outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans of the any options and other awards granted under a Company and its subsidiaries as referred to Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided that prior to the grant of any such options or other awards pursuant to this clause (C) to an officer or director of the Company, each such recipient of such grant shall have signed and delivered an agreement substantially in the form of Exhibit A hereto, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package and the Company Prospectus and its subsidiaries referred to in clause (C); (GE) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares exchangeable for stock issued pursuant to its existing plan this clause (E) shall not exceed five percent (5%) of reorganization; the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (Hy) the recipient of any such shares of Stock and securities issued pursuant to this clause (E) during the exchange 60-day restricted period described above shall enter into an agreement substantially in the form of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a Without the prior written consent of the Representatives, the Company will not, during the period of 30 ending 90 days after the date of the Prospectus, the Company will not (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 file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any such other securitiesshares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without ; provided that the prior written consent of the Underwriter, other than foregoing shall not apply to (A) to the Underwriter pursuant to sale of the Securities under this Agreement; Agreement or the issuance of the Underlying Securities, (B) the grant by the Company of employee or director stock options in the ordinary course of business, the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; or (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 in respect of the Securities and the Underlying Securities. 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 successor form thereto material event relating to the shares of common stock granted pursuant Company occurs; or (2) prior to or reserved for issuance under the stock-based compensation plans expiration of the 90-day restricted period, the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to announces that it will release earnings results during the exchange 16-day period beginning on the last day of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant 90-day period, the restrictions imposed by this Agreement shall continue to a Global Employee Stock Purchase Plan and filing apply until the expiration of the registration statement 18-day period beginning on Form S-8 in connection therewiththe issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 30 60 days after the date of the Prospectusinitial public offering of the Shares, the Company Selling Shareholder will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesLock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of 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 of the Lock-up Securities, without both (x) the prior written consent of two of the Underwriterfour Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter pursuant to Representatives a lock-up letter in the form of this Agreement; paragraph for the balance of the lock-up period, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of such transfer shall not involve a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package disposition for value and the Prospectus; (C) pursuant to no filing by any party (donor, donee, transferor or transferee) under Section 16 of the stockExchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-based compensation plans up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and its subsidiaries as referred to only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the Registration Statementexpiration of the lock-up period), the Pricing Disclosure Package and the Prospectus; (Dd) the establishment of a trading any contract, instruction or plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the 30last 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 release earnings results during the 16-day period beginning on the last day of the 60-day period, the Company must provide the Representatives and each person subject to the 60-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection such announcement (with this clause (D) shall include an explanatory footnote stating the nature a courtesy copy of such transfer; (Enotice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 60-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 90 days after the date of the Prospectus, each of the Company and Hxxxxxxx Xxxx will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any membership interest in Hxxxxxxx Xxxx, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any and the transfer of its subsidiaries units by Hxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such entity; provided, in the case of Stock or units pursuant to this clause (EB) the transferee of such shares agrees agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (y) an increase in shares of Stock or any securities convertible into or exercisable or exchangeable for Stock held by the undersigned, in each case, as required by applicable law, or (ii) a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the restrictions set forth Representatives substantially in this subsection the form of Exhibit A hereto, such shares of Stock will be subject to the terms of such lock-up, (h); D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans or the Company’s Employee Share Purchase Plan, (FE) the filing by the Company of any a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of common Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock granted purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to or reserved for issuance under the stock-based compensation plans this clause (F) shall not exceed 10% of the Company total number of shares of Common Stock issued and its subsidiaries referred outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to in this clause (C); (GF) shares of Stock or shares exchangeable for stock issued pursuant agree to its existing plan of reorganization; (H) pursuant to the exchange be bound in writing by an agreement of the exchangeable shares of Ceridian AcquisitionCo ULC; same duration and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 terms as provided in connection therewiththis section.

Clear Market. For a period of 30 60 days after the date of the ProspectusExecution Date, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingin each case, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an options granted under existing employee stock option or warrantplans and any options to purchase shares of Stock of the Company issued under existing stock option plans, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under Stock to any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made seller in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries that does not involve registration of such entity; shares of Stock pursuant to the Securities Act, provided, however, that the number of shares of Stock issued and/or sold pursuant to this clause (C) shall not, in the case aggregate, exceed more than ten percent of this clause the number of outstanding shares of Stock of the Company (Eafter giving effect to the sale of the Shares) on the transferee Closing Date and prior to any issue the Company shall cause each recipient of such shares agrees securities to be bound execute a lock-up agreement that is substantially in writing the form of Exhibit A hereto and deliver the same to the Underwriter for the benefit of the Underwriter. 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 release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions set forth in imposed by this subsection (h); (FAgreement 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. This Section 5(h) shall not prohibit the Company from filing of any a registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to any benefit plans or reserved for issuance under arrangements disclosed in the stock-based compensation plans Registration Statement, the Time of Sale Information and the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithProspectus.

Clear Market. For a period of 30 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a new registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Units to the Underwriter pursuant to this Agreement; be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Common Stock of the Company issued upon the exercise of an option options granted, or warrantgrants made, the vesting of restricted stock units under Company Stock Plans, or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants and the Warrants to be sold hereunder. Notwithstanding the prior sentence, for a period of 90 days after the date of the Prospectus, the Company will not offer, sell or contract to sell any securities pursuant to the stock-based compensation plans of Xxxxx ATM Facility. Notwithstanding the Company and its subsidiaries as referred to in the Registration Statementforegoing, the Pricing Disclosure Package and the Prospectus; if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 30- or 90-day restricted period, any transfer as the case may be, 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 shares the 30- or 90-day restricted period, as the case may be, the Company announces that it will release earnings results during the 16-day period beginning on the last day of common stock under any new the 30- or existing Plan and any Section 16 filings required 90-day period, as the case may be, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 90 days after the date of the Prospectus, each of the Company and Xxxxxxxx Xxxx will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any and the transfer of its subsidiaries units by Xxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such entity; provided, in the case of Stock or units pursuant to this clause (EB) the transferee of such shares agrees agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (y) an increase in shares of Stock or any securities convertible into or exercisable or exchangeable for Stock held by the undersigned, in each case, as required by applicable law, or (ii) a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the restrictions set forth Representatives substantially in this subsection the form of Exhibit A hereto, such shares of Stock will be subject to the terms of such lock-up, (h); D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans, (FE) the filing by the Company of any a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of common Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock granted purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to or reserved for issuance under the stock-based compensation plans this clause (F) shall not exceed 10% of the Company total number of shares of Common Stock issued and its subsidiaries referred outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to in this clause (C); (GF) shares of Stock or shares exchangeable for stock issued pursuant agree to its existing plan of reorganization; (H) pursuant to the exchange be bound in writing by an agreement of the exchangeable shares of Ceridian AcquisitionCo ULC; same duration and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 terms as provided in connection therewiththis section.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (other than the grant or issuance of Stock or any securities convertible into or exercisable or exchangeable for Stock, other shares, options or other awards pursuant to Company Stock Plans, employee benefit plans, option plans or other employee compensation plans existing on the date hereof or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder or (B) any shares of the Stock issued (1) upon the exercise of an option or warrantoptions granted under Company Stock Plans, (2) pursuant to the vesting exercise of restricted stock units or the conversion or exchange of a security warrants outstanding on the date hereof of the Prospectus or (3) directly to a seller of a business or assets as referred part of the purchase price or private placements in connection with acquisitions thereof by the Company; provided, that, any such recipient of such shares of common stock will agree to in be bound by these restrictions for the Registration Statementremainder of such 180-day period and provided, further, that the Pricing Disclosure Package aggregate number of shares of Stock that the Company may offer pursuant to clause (3) shall not exceed 10% of the total number of shares of Stock issued and outstanding immediately following the completion of the offering contemplated by the Prospectus; (C. If the Representatives, in their sole discretion, agree to release or waive the lock-up letter described in Section 6(k) pursuant to the stock-based compensation plans hereof for an officer or director of the Company and its subsidiaries as referred to provide the Company with notice of the impending release or waiver substantially in the Registration Statementform of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Pricing Disclosure Package and Company agrees to announce the Prospectus; (D) impending release or waiver by a press release substantially in the establishment form of Exhibit C hereto through a trading plan pursuant to Rule 10b5-1 under major news service at least two business days before the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% effective date of the outstanding shares of Stock in connection with the acquisition of the assets of, release or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithwaiver.

Clear Market. For a period of 30 90 days after the date of this Agreement, without the Prospectusprior written consent of the Representative, the Company Selling Stockholder will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise 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 Underwriter, Representative in each case other than (A) Shares to be sold by the Underwriter pursuant to this Agreement; Selling Stockholder hereunder, (B) upon transactions relating to shares of Common Stock acquired in open market transactions after the exercise of an option or warrantClosing Date, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer transfers of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; Common Stock as a bona fide gift, provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (Ex) the transferee of such shares Common Stock agrees in writing to be bound in writing subject to the restrictions set forth in this subsection Section 6(a) for the remainder of the 90-day restricted period and (hy) no party, including the Selling Stockholder, shall be required to, nor shall it voluntarily, file a report under Section 16(a) of the Exchange Act in connection with such transfer (other than a filing on Form 5 made after the expiration of the 90-day restricted period referred to above); , (D) dispositions to any trust for the direct or indirect benefit of the Selling Stockholder, provided that (x) the transferee of such Common Stock agrees in writing to be subject to the restrictions set forth in this Section 6(a) for the remainder of the 90-day restricted period and (y) no party, including the Selling Stockholder, shall be required to, nor shall it voluntarily, file a report under Section 16(a) of the Exchange Act in connection with such disposition (other than a filing on Form 5 made after the expiration of the 90-day restricted period referred to above), (E) pledges to any financial institution as collateral and foreclosures of such pledges, provided that the transferee of such Common Stock agrees in writing to be subject to the restrictions set forth in this Section 6(a) for the remainder of the 90-day restricted period or (F) transfers by the filing Selling Stockholder to its affiliates, provided that the transferee of any registration statement on Form S-8 such Common Stock agrees in writing to be subject to the restrictions set forth in this Section 6(a) for the remainder of the 90-day restricted period. 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 successor form thereto material event relating to the shares of common stock granted pursuant Company occurs; or (2) prior to or reserved for issuance under the stock-based compensation plans expiration of the 90-day restricted period, the Company and its subsidiaries referred announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Section 6(a) shall continue to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant apply with respect to the exchange Selling Stockholder until the expiration of the exchangeable shares 18-day period beginning on the issuance of Ceridian AcquisitionCo ULC; the earnings release or the occurrence of the material news or material event. The restrictions set forth in this Section 6(a) shall lapse and become null and void if (Ii) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithfiled with the Commission with respect to the offering of the Shares is withdrawn prior to the effectiveness of this Agreement, (ii) the Selling Stockholder notifies the Representative, prior to the effectiveness of this Agreement, that it does not intend to proceed with the offering of the Shares to be sold by it hereunder, or (iii) this Agreement (other than the provisions hereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold hereunder.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, filing (other than filings on Form S-8 relating to the Company Stock Plans) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, in each case, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans; provided that the recipient of any such shares of Stock shall deliver (if it has not previously delivered) a “lock-up” agreement to the Representatives substantially in the form of Exhibit D hereto, and such shares of Stock will be subject to the vesting terms of restricted stock units or such lock-up, (C) the conversion or exchange grant by the Company of a security outstanding on the date hereof awards under Company Stock Plans as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that the recipient of any such awards shall deliver (Cif it has not previously delivered) pursuant a “lock-up” agreement to the stock-based compensation plans of the Company and its subsidiaries as referred to Representatives substantially in the Registration Statementform of Exhibit D hereto, and such awards will be subject to the Pricing Disclosure Package and the Prospectus; terms of such lock-up, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the Company’s outstanding shares of Stock securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions provided that the acquisition recipient execute a lock-up agreement for the remainder of the assets ofRestricted Period in the form of Exhibit D hereto, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to filing by the restrictions set forth in this subsection (h); (F) the filing Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant Registration Statement, the Pricing Disclosure Package and the Prospectus. If X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, in their sole discretion, agree to release or reserved waive the restrictions, as set forth in a lock-up letter, described in Section 6(h) hereof for issuance under the stock-based compensation plans an officer or director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit B hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC. The foregoing sentence shall not apply to (i) the UnderwriterShares to be sold hereunder, other than (Aii) to the Underwriter pursuant to this Agreement; (B) issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (Ciii) the grant of stock options, restricted stock, restricted stock units or other equity awards to employees, consultants or directors pursuant to the stock-based compensation plans terms of an equity plan in effect as of the Company and its subsidiaries date of the Pricing Disclosure Package as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (Div) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during for the 30-day restricted period, any transfer of shares of common stock Common Stock, provided that (a) such trading plan does not provide for the transfer of Common Stock during the Restricted Period and (b) no public announcement or filing under any new the Exchange Act regarding the establishment of such trading plan shall be required or existing Plan and any Section 16 filings required voluntarily made by or on behalf of the Company during the Restricted Period, (v) the filing of a registration statement on Form S-4 relating to be filed in connection therewithan acquisition of or merger with a real property company; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature aggregate number of securities registered under such transfer; (E) the issuance of up to registration statement does not exceed 5% of the outstanding total number of shares of Common Stock in connection with the acquisition outstanding on a fully diluted basis as of the assets ofdate of this Agreement and provided, or a majority or controlling portion of the equity offurther, or a joint venture with another entity in connection with the acquisition by that the Company or any of its subsidiaries shall cause each recipient of such entity; providedshares, in on or prior to the case issuance of this clause (E) the transferee of any such shares agrees of Common Stock pursuant to such registration statement, to agree in writing to be bound in writing to by the restrictions set forth in terms of this subsection Section 4(i) for the balance of the Restricted Period, (h); (Fvi) the filing of any a registration statement on Form S-8 (including any amendments or a successor form thereto supplements thereto) relating to the shares of common stock securities granted or to be granted pursuant to the Company’s equity incentive plans or reserved for employee stock purchase plans or any assumed employee benefit plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (vii) the issuance under the stock-based compensation plans of shares of Common Stock or limited liability company units of the Company GLP Capital, L.P. (“OP Units”) in connection with acquisitions of real property or real property companies; provided that the aggregate number of shares of Common Stock and its subsidiaries referred OP Units issued during the Restricted Period pursuant to in this clause (C); (Gvii) does not exceed 5% of the total number of shares of Common Stock outstanding on a fully diluted basis as of the date of this Agreement and provided, further, that the Company shall cause each recipient of such shares, on or prior to the issuance of any such shares exchangeable of Common Stock, to agree in writing to be bound by the terms of this Section 4(i) for stock issued pursuant to its existing plan the balance of reorganization; the Restricted Period, (Hviii) the issuance by the Company of Common Stock as Merger Consideration pursuant to the exchange Merger Agreement and the issuance by the Company of Common Stock pursuant to the employee matters agreement to be entered into in connection with the closing of the exchangeable shares of Ceridian AcquisitionCo ULC; Acquisition (the “Employee Matters Agreement”) as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (Iix) pursuant any action to a Global be taken by the Company with regard to Pinnacle equity awards as set forth in the Merger Agreement or the Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithMatters Agreement.

Clear Market. For a period of 30 45 days after the date of the Prospectus, the Company Partnership Parties will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock Common Units or any securities convertible into or exercisable or exchangeable for StockCommon Units, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Units to the Underwriter pursuant to this Agreement; be sold hereunder, and (B) upon grants of issuances of equity awards pursuant to the exercise of an option incentive compensation plans or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to non-employee director compensation program described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) the filing by the Partnership of a registration statement on Form S-8, (D) any grants or issuances of Common Units upon exercise or vesting of phantom units, performance units or other equity-based awards to the extent outstanding on the date hereof by pursuant to the Partnership’s incentive compensation plans. (E) any issuance of less than 250,000 Common Units in the aggregate to the Xxxxxxxx Entities in connection with a contribution of assets, in either one or a series of related transactions, to any PSXP Party and (F) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithContribution Agreement.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce its intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise or settlement of an option or warrantoptions granted under Company Stock Plans, (C) the vesting grant by the Company of restricted stock units or the conversion or exchange of a security outstanding on the date hereof awards under Company Stock Plans as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , and (CD) pursuant to the stock-based filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plans plan or agreement of the Company and its subsidiaries as referred to Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; . Notwithstanding the foregoing, if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 180-day restricted period, any transfer the Company issues an earnings release or announces material news or a material event relating to the Company; or (2) prior to the expiration of shares the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on (and including) the last day of common stock under any new or existing Plan and any Section 16 filings required the 180-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the announcement of the outstanding shares of Stock in connection with material news or material event, as applicable, unless the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; providedRepresentatives waive, in writing, such extension. If the case of this clause (E) the transferee of such shares agrees Representatives, in their sole discretion, agree to be bound in writing to release or waive the restrictions set forth in this subsection (h); (Fa lock-up letter described in Section 4(h) the filing of any registration statement on Form S-8 or Section 8(m) hereof for a successor form thereto relating to the shares of common stock granted pursuant to Selling Stockholder, officer or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing impending release or waiver at least three business days before the effective date of the registration statement on Form S-8 release or waiver substantially in connection therewiththe form of Exhibit B hereto, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a During the period of 30 from the date hereof through and including the date that is 90 days after the date of hereof (the Prospectus“Restricted Period”), the Company will not not, without the prior written consent of Credit Suisse Securities (iUSA) LLC, (1) 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 file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesCommon Stock, whether any such transaction described in clause (ii)(1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without or (3) file any registration statement with the prior written consent of the Underwriter, other than (A) Commission relating to the Underwriter pursuant offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (4) publicly announce the intention to effect any such transaction described in clause (i)(1), (2) or (3) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold under this Agreement; , (Bb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof and as referred to described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus; , (Cc) the issuance by the Company of restricted shares of Common Stock or other equity awards, in each case, not exercisable or transferrable during the Restricted Period, pursuant to the stock-based compensation plans of the Company Company’s Amended and its subsidiaries as referred to Restated 2010 Annual Incentive Compensation Plan described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus; , or (Dd) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during for the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; Common Stock, provided that any Section 16 filing made in connection with this clause (Di) shall include an explanatory footnote stating such plan does not provide for the nature transfer of such transfer; Common Stock during the Restricted Period and (Eii) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the extent a public announcement or filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company and its subsidiaries referred to in clause (C); (G) shares regarding the establishment of Stock such plan, such announcement or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant filing shall include a statement to the exchange effect that no transfer of Common Stock may be made under such plan during the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithRestricted Period.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) options to purchase shares of Stock or restricted stock units granted under the Company Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of an option options or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding granted under Company Stock Plans in existence on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant shares of Stock to be issued to one or more counterparties in connection with the stockconsummation of a strategic partnership, joint venture, collaboration, merger, co-based compensation plans promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Stock issued under this Subsection (C) shall not exceed 5% of the number of Shares of Stock of the Company outstanding as of the date hereof; and its subsidiaries as referred provided further, that prior to such issuance, each recipient of such shares under this subsection (C) shall execute and deliver to the Representatives a Lock-Up Agreement substantially in the Registration Statementform of Exhibit A-1. Notwithstanding the foregoing, the Pricing Disclosure Package and the Prospectus; if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 60 days after the date of the Prospectus, each of the Company and Xxxxxxxx Xxxx will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any and the transfer of its subsidiaries units by Xxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such entity; provided, in the case of Stock or units pursuant to this clause (EB) the transferee of such shares agrees agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares 24 under this Agreement and the transactions contemplated hereby or (y) an increase in shares of Stock or any securities convertible into or exercisable or exchangeable for Stock held by the undersigned, in each case, as required by applicable law, or (ii) a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the restrictions set forth Underwriter substantially in this subsection the form of Exhibit A hereto, such shares of Stock will be subject to the terms of such lock-up, (h); D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans or the Company’s Employee Share Purchase Plan, (FE) the filing by the Company of any a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of common Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock granted purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to or reserved for issuance under the stock-based compensation plans this clause (F) shall not exceed 10% of the Company total number of shares of Common Stock issued and its subsidiaries referred outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to in this clause (C); (GF) shares of Stock or shares exchangeable for stock issued pursuant agree to its existing plan of reorganization; (H) pursuant to the exchange be bound in writing by an agreement of the exchangeable shares of Ceridian AcquisitionCo ULC; same duration and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 terms as provided in connection therewiththis section.

Clear Market. For a period of 30 75 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to do any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the any new compensatory grants made under Company Stock Plans and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted periodoffer, any transfer of shares of common stock under any new or existing Plan sale and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity securities in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company in connection with any such entity; providedacquisition), provided that the aggregate number of shares of Stock issued in all such acquisitions during such 75-day restricted period does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any such issuance, the Company shall cause each recipient of such securities to execute and deliver to the Representatives a “lock-up” agreement substantially in the case form of this clause Exhibit A hereto. Notwithstanding the foregoing, the Company may contract to sell and disclose the intention to issue shares of Stock in connection with any acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity (E) including pursuant to any employee benefit plan assumed by the transferee of Company in connection with any such shares agrees to be bound in writing to the restrictions set forth in this subsection (hacquisition); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the provided that no shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans Stock in excess of the Company and its subsidiaries referred to 10% limitation specified in clause (C); (GD) shares of Stock or shares exchangeable for stock above are issued pursuant to its existing plan of reorganization; (H) pursuant prior to the exchange expiration of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith75-day restricted period.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, Representatives other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of common stock of the Company issued upon the exercise conversion of an option or warrant, the vesting of restricted convertible preferred stock units or the conversion or exchange of a security outstanding on the date hereof of this Agreement in connection with the offering contemplated by this Agreement and as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans any shares of common stock of the Company and its subsidiaries as referred to issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided that the Company shall cause the recipient of such shares of stock issued pursuant to this clause (C) during the 180-day restricted period described above to enter into an agreement substantially in the form of Exhibit D hereto, (D) any options and other awards granted under a Company Stock Plan described in the establishment Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the Company shall cause the recipient of a trading plan such options or awards issued pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include during the 180-day restricted period described above to enter into an explanatory footnote stating agreement substantially in the nature form of such transfer; Exhibit D hereto, (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of common stock granted or other securities of the Company issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity interests or otherwise), provided that (x) the aggregate number of shares issued pursuant to this clause (F) shall not exceed ten percent (10%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such shares of common stock or reserved securities issued pursuant to this clause (F) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit D hereto If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(h) hereof for issuance under the stock-based compensation plans an officer or director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit B hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver The Company further agrees that it will not release any security holder from, or waive any provision of, any lock-up or similar agreement between the Company and any security holder without the prior written consent of the Representatives.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (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, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the (A) Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option options or warrantany equity awards, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans of any filing by the Company and its subsidiaries as referred of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the establishment exercise, conversion or exchange of a trading plan pursuant securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to Rule 10b5-1 5.0% of the total number of outstanding shares of the Company’s securities immediately following the issuance of the Shares, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewithSecurities Act; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto; provided further that in the case of clause (E) ), the transferee Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of such shares agrees Exhibit A hereto. If the Representatives, in their sole discretion, agree to be bound in writing to release or waive the restrictions set forth in this subsection (h); (Fa lock-up letter described in Section 6(l) the filing of any registration statement on Form S-8 hereof for an executive officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit B hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (Ax) the Shares to be sold hereunder (y) any shares of Stock of the Underwriter pursuant to this Agreement; (B) Company issued upon the exercise of an options granted under existing employee stock option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to plans disclosed in the Registration Statement, and (z) shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock representing in the Pricing Disclosure Package aggregate no more than 5% of the Company’s issued and outstanding shares of Stock as of the Prospectus; (C) date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by a lock-up agreement in substantially the stock-based compensation plans of form attached as Exhibit A hereto. Notwithstanding the Company and its subsidiaries as referred to in the Registration Statementforegoing, the Pricing Disclosure Package and the Prospectus; if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than filings on Form S-8 relating to the Company Stock Plans), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise conversion of an option or warrant, the vesting of restricted convertible preferred stock units or the conversion or exchange of a security outstanding on the date hereof of this Agreement in connection with the offering contemplated by this Agreement and as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans any shares of Stock of the Company and its subsidiaries issued upon the exercise of options granted under Company Stock Plans or warrants described as referred to outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (D) the establishment grant by the Company of any options and other awards under a trading plan pursuant to Rule 10b5-1 under Company Stock Plan described in the Exchange Act (a “Plan”) during Registration Statement, the 30-day restricted periodPricing Disclosure Package and the Prospectus, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package and the Company Prospectus and its subsidiaries referred to in clause (C); (GF) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition by the Company or any of its subsidiaries of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of shares exchangeable for stock issued pursuant to its existing plan of reorganization; this clause (HF) pursuant to the exchange shall not exceed ten percent (10%) of the exchangeable total number of outstanding shares of Ceridian AcquisitionCo ULCStock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; and provided further, that in the case of (IB), (C), (D) pursuant and (F) above, the Company shall cause each such recipient to execute a Global Employee Stock Purchase Plan and filing lock-up agreement substantially in the form of Exhibit C hereto. If X.X. Xxxxxx Securities LLC agrees in its sole discretion to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(l) hereof for an officer or director of the registration statement on Form S-8 Company and provide the Company with notice of the impending release or waiver substantially in connection therewiththe form of Exhibit A hereto 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 press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) restricted shares and options granted or issued under existing equity incentive plans, including the Company’s Employee Share Purchase Plan, (C) shares of Stock of the Company issued upon the exercise of an option options granted under existing equity incentive plans or warrant, the vesting of restricted stock units share units, warrants or the conversion or exchange of a security outstanding on the date hereof as referred to other rights described in the Registration StatementProspectus, the Pricing Disclosure Package and the Prospectus; (CD) pursuant to the stock-based compensation plans issuances of any shares of Stock of the Company and its subsidiaries as referred pursuant to acquisitions, licensing, lending or similar agreements; provided that in the Registration Statement, the Pricing Disclosure Package and the Prospectus; case of clause (D) the establishment aggregate amount of a trading plan pursuant shares of Stock that may be issued by the Company in connection with such transactions during the 90-day restricted period shall not exceed 1,500,000 shares of Stock; provided, further, that in the case of clauses (B) and (D), the party to Rule 10b5whom any such restricted Stock or options are to be issued shall agree to be bound by the terms of the lock-1 under up agreement in the Exchange Act form attached hereto as Exhibit A. Notwithstanding the foregoing, if (a “Plan”1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with material news or material event, except that such extension will not apply if, within three business days prior to the acquisition 15th calendar day before the last day of the assets of90-day restricted period, (A) the Company delivers a certificate to the Representative, signed by its Chief Financial Officer or a majority or controlling portion Chief Executive Officer, certifying on behalf of the equity ofCompany that (i) the Ordinary Shares are “actively traded securities” (as defined in Regulation M), or a joint venture with another entity in connection with the acquisition by (ii) the Company or any meets the applicable requirements of its subsidiaries paragraph (a)(1) of such entity; provided, Rule 139 under the 1933 Act in the case of this clause manner contemplated by NASD Conduct Rule 2711(f)(4), and (Eiii) the transferee provisions of such shares agrees NASD Conduct Rule 2711(f)(4) are not applicable to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto research reports relating to the shares of common stock granted pursuant to Company published or reserved for issuance under the stock-based compensation plans distributed by any of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock underwriters during the 15 days before or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to after the exchange last day of the exchangeable shares of Ceridian AcquisitionCo ULC; and 90-day restricted period (I) pursuant before giving effect to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithsuch extension).

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock Offered Securities or any securities convertible into or exercisable or exchangeable for StockOffered Securities, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Offered Securities or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Offered Securities or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Offered Securities to the Underwriter pursuant to this Agreement; be sold hereunder and (B) upon the exercise of an option ADSs or warrantOrdinary Shares, the vesting of restricted or options or warrants (including free shares, founder’s share warrants (BSPCE) and share warrants (BSA)) to purchase ADSs or Ordinary Shares, issued pursuant to any employee or non-employee director or management benefit, stock units option, warrant plan, stock bonus or the conversion other stock plan or exchange of a security outstanding on the date hereof as referred to arrangement described in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the ProspectusFrench Listing Prospectus and in effect as of the date hereof, provided that, the recipients thereof provide to the Representatives, on behalf of the Underwriters, a signed agreement substantially in the form of Exhibit B; (C) filing of a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the stock-based compensation plans terms of the Company and its subsidiaries as referred to any management benefit, stock option, warrant plan, stock bonus or other stock plan described in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the French Listing Prospectus; and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new ADSs or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made Ordinary Shares issued in connection with this any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (D), (x) such ADSs or Ordinary Shares shall include an explanatory footnote stating not in the nature of such transfer; (E) the issuance of up to aggregate exceed 5% of the Company’s outstanding shares of Stock in connection with share capital immediately following the acquisition consummation of the assets of, or a majority or controlling portion offering of the equity ofOffered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives, or on behalf of the Underwriters, a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, signed agreement substantially in the case form of this clause Exhibit B; and (E) sales under the transferee of Liquidity Agreement between Xxxxxx Cheuvreux and the Company, provided that no such shares agrees sales will occur prior to be bound the 31st day following the date hereof. If the Representatives, in writing their sole discretion, agree to release or waive the restrictions set forth in this subsection (h); (Fa lock-up letter described in Section 6(m) the filing of any registration statement on Form S-8 hereof for an officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provides the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit C hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit D hereto through, in France, its diffuseur professionnel in accordance with article 221-4 of the AMF General Regulation and, outside of France, a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Shares to the Underwriter pursuant to this Agreement; be offered and sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an options granted under employee stock option plans existing on the date hereof, (C) any shares of Stock of the Company issued upon exercise of any warrants outstanding on the date hereof, (D) any employee stock options or warrant, the vesting of restricted stock units or issued pursuant to employee stock option plans existing at the date hereof, (E) the shares of Stock of the Company issued upon conversion or exchange of a security outstanding convertible notes pursuant to the terms of the instruments governing such securities as in effect on the date hereof as referred to in the Registration Statementhereof, the Pricing Disclosure Package and the Prospectus; (CF) pursuant to the stock-based compensation plans any securities of the Company and its subsidiaries issued upon the conversion, swap or exchange of convertible notes outstanding as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets ofdate hereof, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (FG) the filing and effectiveness under the Securities Act of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of inducement grants made by the Company prior to the date hereof and its subsidiaries referred to in clause (C); (GH) the Company’s convertible senior notes due 2016 convertible into shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares Company, which may be issued, offered and sold concurrently with the offering and sale of Ceridian AcquisitionCo ULC; and (I) the Shares, pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithS-3 (File No. 333-175067) (the “Convertible Notes”), and any shares of Stock of the Company issuable upon the conversion of the Convertible Notes.

Clear Market. For a period of 30 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any such offer, pledge, sale, pledge, disposition or filing, filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterUnderwriters, other than (Aa) the Shares to the Underwriter pursuant to this Agreementbe sold hereunder; (Bb) issuances of shares of Stock upon the exercise of an option options, other equity-based compensatory awards, or warrant, the vesting of restricted stock units warrants or the conversion or exchange redemption of a any security disclosed as outstanding on the date hereof as referred to in the Registration StatementStatement (excluding the exhibits thereto), the Pricing Disclosure Package Preliminary Prospectus and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (Ec) the issuance of up to 5% of the outstanding shares of Stock upon the redemption of operating partnership units disclosed as outstanding in connection the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the acquisition Second Amended and Restated Agreement of Limited Partnership of the assets of, Operating Partnership; or a majority or controlling portion of (d) the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto thereto. Notwithstanding the foregoing, if (a) 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 Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the shares Company occurs; or (b) prior to the expiration of common stock granted pursuant the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or reserved for issuance the material news or material event occurs; provided, however, that this proviso will not apply if, as of the expiration of the 30-day restricted period, the Underwriters determine that (i) the safe harbor provided by Rule 139 under the stock-based compensation plans Securities Act is available for each of the Company Underwriters in the manner contemplated by Rule 2711(f)(4) of the National Association of Securities Dealers, Inc., as administered by the Financial Industry Regulatory Authority, Inc. (“FINRA”), and its subsidiaries referred to in clause (C); (Gii) the Company’s shares of Stock or shares exchangeable are “actively traded securities,” as defined in Regulation M, 17 CFR 242.101(c)(1); provided, further, that in no event will the restricted period extend for stock issued pursuant to its existing plan of reorganization; more than thirty (H30) pursuant to days plus three (3) business days after the exchange end of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith30-day restricted period.

Clear Market. For a period of 30 90 days after the date of the Prospectus, each of the Company and Evolent Health will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any membership interest in Evolent Health, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than in relation to (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise or settlement of an option or warrantoptions granted under Company Stock Plans; provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, such shares of Stock will be subject to the vesting terms of restricted stock units or such lock-up, (C) the conversion or exchange grant by the Company of a security outstanding on the date hereof awards under Company Stock Plans as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (CD) pursuant to the stock-based filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plans plan or agreement of the Company and its subsidiaries as referred to Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up shares of Class A Common Stock payable to 5% the extent required pursuant to the earnout relating to the Company’s strategic alliance with Passport Health Plan, (F) the issuance of, agreement to issue or public disclosure of the outstanding intent to issue, shares of Stock in connection with the acquisition or other securities (including securities convertible into shares of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such entityacquisition, (G) the issuance of, agreement to issue or public disclosure of the intent to issue, shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, strategic transactions or other commercial relationships (including issuances to current or prospective customers or partners) or (H) any shares of Class A Common Stock issuable upon conversion of the Company’s $125.0 million aggregate principal amount of 2.00% Convertible Senior Notes due 2021; providedprovided that, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); clauses (F) and (G), the filing aggregate number of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under Stock issued in all such acquisitions and transactions shall not exceed 10.0% of the stock-based compensation plans issued and outstanding Stock of the Company and its subsidiaries referred to in clause on the Closing Date (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant after giving effect to the exchange issuance of the exchangeable shares Underwritten Shares and the Option Shares, whether or not the Option Shares are issued and sold on or subsequent to such date) and any recipients of Ceridian AcquisitionCo ULC; and (I) pursuant such Shares shall deliver a “lock-up” agreement to a Global Employee Stock Purchase Plan and filing the Representatives substantially in the form of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Units to be sold hereunder and any Ordinary Shares of the Underwriter pursuant to this Agreement; (B) Company issued upon the exercise of an options granted under Company Stock Plans; provided, however, that the Company may (1) issue and sell the Option Units on exercise of the option or warrantprovided for in Section 2 hereof, (2) register with the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) Commission pursuant to the stock-based compensation plans Registration Rights Agreement, in accordance with the terms of the Company and its subsidiaries as referred to in the Registration StatementRights Agreement, the Pricing Disclosure Package resale of the Founder Shares, the Private Placement Warrants and the Prospectus; Ordinary Shares issuable upon exercise thereof, and (D3) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made issue securities in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets ofa Business Combination, or a majority or controlling portion of (iii) release the equity of, or a joint venture with another entity in connection with the acquisition by the Company Sponsor or any of its subsidiaries of such entity; providedofficer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If the Representative, in the case of this clause (E) the transferee of such shares its sole discretion, agrees to be bound in writing to release or waive the restrictions set forth in this subsection (h); (F) a lock-up contained in the filing of any registration statement on Form S-8 Insider Letter for an officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provides the exchange Company with notice of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing impending release or waiver at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Annex II hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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 indirectlyindirectly submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for StockShares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock any Shares or ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (A) the Shares to be sold hereunder, pursuant to the Underwriter pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to Rights Offering described in the Registration Statement, the Pricing Disclosure Package and Prospectus, or pursuant to the Prospectus; private placement under the Investment Agreements with Temasek Xxxxxxxxx Investments Pte. Ltd. and Heiligeland biotech GmbH, dated June 29, 2020, (B) any Shares of the Company issued upon the exercise of options granted under Company Share Plans, (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (D) Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements) or any acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan clause (D) shall not exceed more than five percent (5%) of reorganization; (H) the total number of outstanding Shares immediately following the issuance and sale of the Underwritten Shares pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewiththis Agreement.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a any registration statement under the Securities Act, relating with respect to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, Xxxxxx Xxxxxxx & Co. LLC other than than: (A) to the Underwriter pursuant to this Agreement; registration, offer and sale of the Shares as contemplated hereunder, (B) any shares of Common Stock issued upon the exercise of an option or warrant, options granted under the Company Stock Plans and/or any shares of Common Stock issued upon final vesting of restricted stock units granted under the Company Stock Plans, (C) any shares of Common Stock or restricted stock units of the conversion or exchange Company issued under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”), (D) any shares of a security outstanding on Common Stock issued under the date hereof 2011 Plan to the Company’s officers and independent directors and personnel of the Manager as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (CE) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer issuance or other transfers of shares of common stock under any new or existing Plan and any Section 16 filings required Common Stock by the Company to be filed the Manager (in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of whose hands such transfer; (E) the issuance of up to 5% of the outstanding shares of Common Stock will be locked up pursuant to Section 6(b) below) in connection with the acquisition payment of any tax withholding obligations incurred by the Company’s officers and personnel of the assets of, or a majority or controlling portion Manager in relation to the vesting of the equity of, or a joint venture with another entity in connection with the acquisition by restricted shares of Common Stock issued pursuant to the Company or any of its subsidiaries of such entity; providedStock Plans, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any a registration statement on Form S-8 or in respect of a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans dividend reinvestment plan of the Company and its subsidiaries referred to in clause (C); any shares of Common Stock issued pursuant thereto and (G) shares transfers of Common Stock required by Section 7.2.1 of the charter of 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 shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant material news or a material event relating to the exchange Company occurs; or (2) prior to the expiration of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the registration statement 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on Form S-8 in connection therewiththe issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 30 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, and will not publicly disclose the intention 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, make any short sale or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, provided, however, that the Underwriter, other than foregoing restrictions shall not apply to (A) the Securities to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Common Stock issued upon the exercise of an any option or warrant, or the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any Restricted Period provided that such Plan does not provide for the transfer of shares of common stock under Common Stock during the Restricted Period and the establishment of such Plan does not require or otherwise result in any new public filing or existing Plan and any Section 16 filings required other public announcement of such plan during the Restricted Period, (E) shares of Common Stock to be filed in connection therewith; provided that any Section 16 filing made issued to one or more counterparties in connection with this clause a bona fide commercial relationship (Dincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the or any acquisition of the assets of, or of not less than a majority or controlling portion of the equity of, or a joint venture with of another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in that (x) the case aggregate number of shares of Common Stock issued under this clause subsection (E) shall not exceed 7.5% of the transferee number of shares of Common Stock outstanding as of the date hereof (prior to giving effect to this offering); and (y) prior to such issuance, each recipient of such shares agrees to be bound in writing to the restrictions set forth in under this subsection (h); E) shall execute and deliver to the Representative a “lock-up” agreement substantially in the form of Exhibit A hereto, and (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than Representative. The foregoing sentence shall not apply to (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) the 1,330,720 shares of the Company’s non-voting common stock to be sold by the Company to GTCR pursuant to the exercise of its preemptive right to purchase such shares, as described in the Prospectus Supplement and the Pricing Disclosure Package, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof as and referred to in the Registration Statement, the Pricing Disclosure Package and or the Prospectus; , (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the stockexisting employee benefit and non-based compensation employee director stock plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and or the Prospectus; , provided that (Dexcept with respect to shares of restricted stock issued, consistent with past practice, to the Company’s non-employee directors) such shares or options shall not be vested or exercisable within the establishment 90-day period referred to above or (E) any shares of a trading plan Common Stock issued pursuant to Rule 10b5-1 under any dividend reinvestment plan. Notwithstanding the Exchange Act foregoing, if (a “Plan”1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or Class B common stock, par value $0.001 per share of the Company (together with the Stock, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock, including limited liability company interests in Holdings convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than filings on Form S-8 relating to the Company Stock Plans), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, regardless of whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A1) the Shares to be sold hereunder, (2) pursuant to the Underwriter pursuant to this Agreement; (B) upon equity incentive plans of the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to Bioventus Parties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C3) pursuant to the stock-based compensation plans Amended and Restated Limited Liability Company Agreement of the Company Holdings and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock otherwise in connection with the acquisition of Transactions. If the assets ofRepresentative in its sole discretion, agree to release or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to waive the restrictions set forth in this subsection (h); (Fa lock-up letter described in Section 6(l) the filing of any registration statement on Form S-8 hereof for an officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit B hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the transactions contemplated by this Agreement, (C) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans, the vesting of restricted stock units or the conversion or exchange of (D) any options and other awards granted under a security outstanding on the date hereof as referred to Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (F) up to 5% of the Company’s securities outstanding immediately following the issuance and sale of the Underwritten Shares pursuant hereto, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions; provided that the recipient of any such shares of common stock granted Stock or securities issued pursuant to clauses (C), (D), and (F) during the 180-day restricted period described above shall enter into an agreement for the remainder of the Restricted Period substantially in the form of Exhibit C hereto. If the Representatives, in their sole discretion, agree to release or reserved waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for issuance under the stock-based compensation plans an officer or director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit A hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a During the period of 30 from the date hereof through and including the date that is 60 days after the date of hereof (the Prospectus“Restricted Period”), the Company will not not, without the prior written consent of Citigroup Global Markets Inc., (i1) 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 file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesCommon Stock, whether any such transaction described in clause (ii)(1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without or (3) file any registration statement with the prior written consent of the Underwriter, other than (A) Commission relating to the Underwriter pursuant offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (4) publicly announce the intention to effect any such transaction described in clause (i)(1), (2) or (3) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold under this Agreement; , (Bb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof and as referred to described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus; , (Cc) the issuance by the Company of restricted shares of Common Stock or other equity awards, in each case, not exercisable or transferrable during the Restricted Period, pursuant to the stock-based compensation plans of the Company Company’s Amended and its subsidiaries as referred to Restated 2010 Annual Incentive Compensation Plan described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus; , or (Dd) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during for the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; Common Stock, provided that any Section 16 filing made in connection with this clause (Di) shall include an explanatory footnote stating such plan does not provide for the nature transfer of such transfer; Common Stock during the Restricted Period and (Eii) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the extent a public announcement or filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company and its subsidiaries referred to in clause (C); (G) shares regarding the establishment of Stock such plan, such announcement or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant filing shall include a statement to the exchange effect that no transfer of Common Stock may be made under such plan during the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithRestricted Period.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option options granted under Company Stock Plans or warrant, the vesting of restricted stock units or the conversion or exchange of a security warrants described as outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such security to execute and deliver to the Representatives an agreement substantially in the form of Exhibit D hereto if such recipient has not already delivered one, (C) pursuant to the stock-based compensation plans of the any options and other awards granted under Company and its subsidiaries as referred to Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such grant to execute and deliver to the Representatives an agreement substantially in the form of Exhibit D hereto if such recipient has not already delivered one, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the stock-based compensation plans of Registration Statement, the Company Pricing Disclosure Package and its subsidiaries referred to in clause the Prospectus and (C); (GE) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares exchangeable for stock issued pursuant to its existing plan this clause (E) shall not exceed five percent (5%) of reorganization; the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (Hy) the recipient of any such shares of Stock and securities issued pursuant to this clause (E) during the exchange 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit D hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(n) hereof for an officer or director of the exchangeable shares of Ceridian AcquisitionCo ULC; Company and (I) pursuant to a Global Employee Stock Purchase Plan and filing provide the Company with notice of the registration statement on Form S-8 impending release or waiver substantially in connection therewiththe form of Exhibit C hereto 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 press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC. Notwithstanding the Underwriterforegoing, other than if (A1) 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 Underwriter pursuant Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this AgreementAgreement 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. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (Bb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectushereof; (Cc) pursuant to the stock-based compensation plans of issuance or distribution by the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common Common Stock in accordance with the terms of the Company’s employee stock under any new or existing Plan purchase plan and any Section 16 filings required to be filed 401(k) plan in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating existence on the nature of such transferdate hereof; (Ed) the issuance grant of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets ofoptions, restricted stock or a majority or controlling portion of the other equity-based awards under equity of, or a joint venture with another entity in connection with the acquisition incentive plans now established and currently maintained by the Company or any of its subsidiaries of assumed in connection with a business combination, provided that such entity; providedoptions, restricted stock and other equity-based awards do not vest, in whole or in part, during the case Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULCAnnex C hereto; and (Ie) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a Global Employee Stock Purchase Plan and filing “lock-up” agreement, substantially in the form of the registration statement on Form S-8 in connection therewithAnnex C hereto.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxxxxx LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise conversion of an option or warrant, the vesting of restricted convertible preferred stock units or the conversion or exchange of a security outstanding on the date hereof of this Agreement in connection with the offering contemplated by this Agreement and as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans any shares of Stock of the Company and its subsidiaries issued upon the exercise of options granted under Company Stock Plans as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan Stock issued upon the exercise of warrants outstanding on the date of this Agreement and any Section 16 filings required to be filed as described in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of up to 5% of the outstanding shares of any options and other awards granted under a Company Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, Plan described in the case of this clause (E) Registration Statement, the transferee of such shares agrees to be bound in writing to Pricing Disclosure Package and the restrictions set forth in this subsection (h); Prospectus, (F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package and the Company and its subsidiaries referred to in clause (C); Prospectus, (G) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements) or any acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of the shares exchangeable for stock issued pursuant to its existing plan clause (G) shall not exceed more than five percent (5%) of reorganization; (H) the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the exchange recipient of the exchangeable any such shares of Ceridian AcquisitionCo ULC; Stock or securities issued pursuant to clauses (C), (D), (E) and (IG) pursuant to a Global Employee Stock Purchase Plan and filing during the Restricted Period shall enter into an agreement substantially in the form of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities ActAct (other than a Registration Statement on Form S-8 with respect to employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) relating to, any shares of Stock Common Shares or any securities convertible into or exercisable or exchangeable for StockCommon Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of [the UnderwriterRepresentatives], other than (A) the Shares to be sold hereunder, Share Awards granted in the ordinary course pursuant to the Underwriter pursuant to this Agreement; (B) Company Share Plans and any Common Shares issued upon the exercise of an option options granted under Company Share Plans or warrant, issued upon the vesting or settlement of restricted stock units Share Awards; provided, however, that this provision shall not restrict any activities by the Company or the conversion Selling Shareholder in furtherance of, or exchange the consummation by the Company and the Selling Shareholder of, any of a security outstanding on the date hereof as referred to transactions described under the heading “The Restructuring and Separation Transactions” in the Registration Statement, . If [the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; providedRepresentatives], in the case of this clause (E) the transferee of such shares agrees their sole discretion, agree to be bound in writing to release or waive the restrictions set forth in this subsection (h); (FSection 6(a) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to lock-up letter as described in Section 8(n) hereof for an officer or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing impending release or waiver at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative/X. X. Xxxxxx Securities LLC, other than (Ai) to the Underwriter pursuant to this Agreement; Company’s sale of the Shares hereunder, (Bii) upon the exercise issuance of an option or warrantrestricted Common Stock, the vesting of restricted stock units or options to acquire Common Stock pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange of a security outstanding other employee compensation plans as such plans are in existence on the date hereof as referred to and described in the Registration StatementStatement and the Prospectus, (iii) issuances of Common Stock upon the Pricing Disclosure Package exercise or settlement of options or restricted stock units disclosed as outstanding in Registration Statement and the Prospectus; (Cv) the issuance by the Company of up to 3,100,000 shares of Common Stock as consideration for strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (v) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection (k); or (vi) the stock-based compensation plans purchase or sale of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan Company’s securities pursuant to a plan, contract or instruction, if any, that satisfies all of the requirements of Rule 10b5-1 1(c)(1)(i)(B) that was in effect prior to the date hereof. The Company also agrees that during such period, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Exchange Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for (A) a “Plan”registration statement on Form S-8 relating to employee benefit plans and (B) any resale registration statement required by any registration rights or similar rights to have any securities registered by the Company under the Securities Act described in the General Disclosure Package during the Lock-Up Period. Notwithstanding the foregoing, if (1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with material news or material event, except that such extension will not apply if, within three business days prior to the acquisition 17th calendar day before the last day of the assets ofLock-up Period, the Company delivers to the Representative a certificate, signed by the Chief Financial Officer or a majority or controlling portion Chief Executive Officer of the equity ofCompany, or a joint venture with another entity in connection with the acquisition by certifying on behalf of the Company or any that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of its subsidiaries paragraph (a)(1) of such entity; provided, Rule 139 under the Securities Act in the case of this clause manner contemplated by NASD Conduct Rule 2711(f)(4), and (Eiii) the transferee provisions of such shares agrees NASD Conduct Rule 2711(f)(4) are not applicable to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto research reports relating to the shares of common stock granted pursuant to Company published or reserved for issuance under distributed by the stock-based compensation plans Underwriter during the 17 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company and its subsidiaries referred will provide the Representative with prior notice of any such announcement that gives rise to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange an extension of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithLock-up Period.

Clear Market. For a period of 30 180 days after the date of the Prospectus, each of the Company and Xxxxxxxx Xxxx will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company and the transfer of units by Xxxxxxxx Xxxx pursuant to the Reorganization or any of its subsidiaries the Exchange Agreement, provided that the recipients of such entity; provided, in the case of Stock or units pursuant to this clause (EB) the transferee of such shares agrees agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the restrictions set forth Representatives substantially in this subsection the form of Exhibit B hereto, such shares of Stock will be subject to the terms of such lock-up, (h); D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans, (FE) the filing by the Company of any a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of common Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock granted purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the same duration and terms as provided in this section. If the Representatives, in their sole discretion, agree to release or reserved waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for issuance under the stock-based compensation plans an officer or director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit C hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit D hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterBarclays Capital Inc., other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such issuance to execute and deliver to Barclays Capital Inc. an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (C) pursuant to the stock-based compensation plans of the any options and other awards granted under Company and its subsidiaries as referred to Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such grant to execute and deliver to Barclays Capital Inc. an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the stock-based compensation plans Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of shares of Stock of the Company and or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with the acquisition by the Company or any of its subsidiaries referred of the securities, business, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company or any of its subsidiaries in clause connection with any such acquisition, and (C); (GF) the issuance of shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (E) and (F), (i) the aggregate number of shares of Ceridian AcquisitionCo ULC; Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) issued in all such acquisitions and transactions, on an as-converted, as-exchanged and as-exercised basis, does not exceed 5% of the outstanding Stock of the Company following the issuance and sale of the Shares to be sold hereunder and (Iii) pursuant the Company shall cause each recipient of such issuance to a Global Employee Stock Purchase Plan execute and filing deliver to Barclays Capital Inc. an agreement substantially in the form of the registration statement on Form S-8 in connection therewithExhibit A hereto if such recipient has not already delivered one.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company StepStone Parties will not, and will not publicly disclose the intention 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 or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose to undertake any of the intention to make any offer, sale, pledge, disposition or filingforegoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any partnership interest in StepStone, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterXxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Sachs & Co. LLC and X.X. Xxxxxx Securities LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) the issuance of Stock by the Company and the transfer of partnership interests by StepStone pursuant to any Exchange Agreement, provided that if the recipient shall have previously delivered such a “lock-up” agreement in connection with this offering, such Stock of the Company will be made subject to the terms of such lock-up (except as set forth in such recipient’s “lock-up” agreement in connection with this offering) and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 made in connection with the sale of Shares under this Agreement and the transactions contemplated hereby or as permitted under the “lock-up” agreement, or (ii) a Form 5 made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided that the recipient of any such shares of Stock shall deliver a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto with respect to such shares of Stock (Cor, if the recipient shall have previously delivered such a “lock-up” agreement, such shares of Stock will be made subject to the terms of such lock-up), (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the sale or issuance or entry into an agreement to sell or issue shares of common Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock granted purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to or reserved for issuance under the stock-based compensation plans this clause (F) shall not exceed 10% of the Company total number of shares of Common Stock issued and its subsidiaries referred outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to in this clause (C); F) agree to be bound in writing by an agreement of the same duration and terms as provided in this section, (G) shares the issuance of Stock or shares exchangeable for stock issued equity interests of StepStone pursuant to its existing plan any Exchange Agreement, provided that the recipient of reorganizationany such equity interests of StepStone shall deliver a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto with respect to such equity interests of StepStone (or, if the recipient shall have previously delivered such a “lock-up” agreement, such equity interests of StepStone will be made subject to the terms of such lock-up); or (H) the issuance by the Company of shares of Class B common stock and the issuance of partnership interests by StepStone to the extent required pursuant to the exchange anti-dilution provisions of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithStepStone Limited Partnership Agreement.

Clear Market. For a period of 30 75 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, other than (A1) the Shares to be sold hereunder, (2) shares of Common Stock issued in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the Underwriter Company, provided that the recipient shall execute a “lock-up” agreement substantially in the form of Exhibit A hereto agreeing not to dispose of such shares during the Lock-Up Period and provided further, that the number of shares of Common Stock issued pursuant to this Agreement; clause (B2) shall not exceed 10% of the shares of Common Stock then outstanding, (3) any shares of Common Stock or restricted stock units of the Company issued upon the exercise of an option options or warrant, the vesting of restricted stock units of the Company under Company Stock Plans, or automatic sales of Common Stock pursuant to the terms of the Company Stock Plans to cover tax payments or any form of “cashless” exercise generally available under such Company Stock Plans, (4) any shares of Common Stock of the Company issued upon the conversion or exchange of a security outstanding on the date hereof or the filing and (5) effectiveness under the Securities Act of any registration statement (or any supplement or amendment to any previously-filed registration statement) that the Company may be required to file with the Securities and Exchange Commission pursuant to any rights of the holders of warrants outstanding as referred to in of the Registration Statementdate hereof, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company filing and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 effectiveness under the Exchange Securities Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 relating to inducement grants made by the Company prior to the date hereof. Notwithstanding the foregoing, if (A) during the last 17 days of the 75-day restricted period, the Company issues an earnings release or material news or a successor form thereto material event relating to the shares of common stock granted pursuant Company occurs; or (B) prior to or reserved for issuance under the stock-based compensation plans expiration of the 75-day restricted period, the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to announces that it will release earnings results during the exchange 16-day period beginning on the last day of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant 75-day period, the restrictions imposed by this Agreement shall continue to a Global Employee Stock Purchase Plan and filing apply until the expiration of the registration statement 18-day period beginning on Form S-8 the issuance of the earnings release or the occurrence of the material news or material event unless the Representative waived such extension in connection therewithwriting.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock without the prior written consent of the UnderwriterRepresentatives, in each case other than (A1) the Shares to be sold by such Selling Stockholder hereunder, (2) transfers of shares of Stock or any security convertible into Stock as a bona fide gift or gifts, including to the Underwriter Chase Foundation, (3) transfers of shares of Stock or other securities to directors, officers or employees of Chase Oil Corporation or its subsidiaries or affiliates and (4) distributions of shares of Stock or any security convertible into Stock to members or stockholders of such Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clauses (2), (3) or (4) each donee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Agreement; paragraph and provided, further, that in the case of any transfer or distribution pursuant to clauses (B2) upon or (4) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the exercise Securities Exchange Act of an option 1934, as amended, shall be required or warrant, shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the vesting expiration of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as 180-day period referred to in above). Notwithstanding the Registration Statementforegoing, the Pricing Disclosure Package and the Prospectus; if (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”i) during the 30last 17 days of the 180-day restricted period, any transfer the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of shares 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 common stock under any new or existing Plan and any Section 16 filings required the 180-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entitymaterial event; provided, however, that in no event shall such restrictions extend past 214 days from the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans date of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithProspectus.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchasexxxxxxxx, purchase xxxxxxxx any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such issuance to execute and deliver to X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (C) pursuant to the stock-based compensation plans of the any options and other awards granted under Company and its subsidiaries as referred to Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such grant to execute and deliver to X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the stock-based compensation plans Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of shares of Stock of the Company and or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with the acquisition by the Company or any of its subsidiaries referred of the securities, business, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company or any of its subsidiaries in clause connection with any such acquisition, and (C); (GF) the issuance of shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (E) and (F), (i) the aggregate number of shares of Ceridian AcquisitionCo ULC; Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) issued in all such acquisitions and transactions, on an as-converted, as-exchanged and as-exercised basis, does not exceed 5% of the outstanding Stock of the Company following the issuance and sale of the Shares to be sold hereunder and (Iii) pursuant the Company shall cause each recipient of such issuance to a execute and deliver to X.X. Xxxxxx Securities LLC and Citigroup Global Employee Stock Purchase Plan and filing Markets Inc. an agreement substantially in the form of the registration statement on Form S-8 in connection therewithExhibit A hereto if such recipient has not already delivered one.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, other than (A) the Securities to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise shares of Common Stock to be sold by the Company concurrently herewith pursuant to an option or warrantUnderwriting Agreement, dated the vesting date hereof, between X.X. Xxxxxx Securities and Xxxxxx Xxxxxxx & Co. Incorporated, as representatives of the several underwriters named therein, (C) the grant of options, awards of restricted stock and restricted stock units or the conversion issuance of shares of Common Stock to employees or exchange directors by the Company in the ordinary course of a security outstanding business or pursuant to any of the Company’s employee plans existing on the date hereof as referred to in the Registration Statementof this Agreement, including, but not limited to, the Pricing Disclosure Package Company’s employee stock option plan, the Company’s dividend reinvestment and stock purchase plan and the Prospectus; (CCompany’s 401(k) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment issuance by the Company of a trading plan pursuant to Rule 10b5-1 shares of Common stock upon the exercise of options granted under the Exchange Act Company’s employee plans. Notwithstanding the foregoing, if (a “Plan”1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 180 days after the date of this Agreement, without the Prospectusprior written consent of the Representative, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of the Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of the Stock or any security convertible into or exercisable or exchangeable for the Stock without the prior written consent of the Underwriter, Representative in each case other than (A) Underwritten Shares to the Underwriter pursuant to this Agreement; be sold by such Selling Stockholder hereunder, (B) upon transactions relating to shares of Common Stock acquired in open market transactions after the exercise of an option or warrantClosing Date, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant transfers of shares of Common Stock as a bona fide gift, provided that (x) the Common Stock so transferred is subject to the stock-based compensation plans terms of a duplicate form of the Company "lock-up agreement" set forth in Exhibit D hereto and its subsidiaries as (y) no party, including such Selling Stockholder, shall be required to, nor shall it voluntarily, file a report under Section 16(a) of the Exchange Act in connection with such transfer (other than a filing on Form 5 made after the expiration of the 180-day restricted period referred to in the Registration Statementabove), the Pricing Disclosure Package and the Prospectus; (D) dispositions to any trust for the establishment direct or indirect benefit of such Selling Stockholder and/or the immediate family members of such Selling Stockholder, provided that (x) the Common Stock so disposed of is subject to the terms of a trading plan pursuant to Rule 10b5duplicate form of the "lock-1 up agreement" set forth in Exhibit D hereto and (y) no party, including such Selling Stockholder, shall be required to, nor shall it voluntarily, file a report under Section 16(a) of the Exchange Act in connection with such disposition (other than a “Plan”filing on Form 5 made after the expiration of the 180-day restricted period referred to above), (E) pledges to any financial institution as collateral and foreclosures of such pledges, provided that the Common Stock so pledged is subject to the terms of a duplicate form of the "lock-up agreement" set forth in Exhibit D hereto or (F) transfers by such Selling Stockholder to its affiliates, provided that the Common Stock so transferred is subject to the terms of a duplicate form of the "lock-up agreement" set forth in Exhibit D hereto. Notwithstanding the foregoing, if (1) during the 30last 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 by this Section 6(a) shall continue to apply with respect to each Selling Stockholder (with the exception of J.P. Morgan Partners (23A SBIC), L.P.) until the expiration of the 18-xxx xxxxxx beginning on the issuance of the earnings release or the occurrence of the material news or material event. Any discretionary release, waiver or termination by the Representative of the provisions set forth in this Section 6(a) or in any transfer "lock-up agreement" substantially in the form of Annex D hereto shall be applied to all persons subject to such provisions (including the Selling Stockholders) pro rata based on the number of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of Common Stock held by such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the persons. The restrictions set forth in this subsection Section 6(a) shall lapse and become null and void if (h); (Fi) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithfiled with the Commission with respect to the offering of the Shares is withdrawn prior to the effectiveness of this Agreement, (ii) the Company notifies the Representative, prior to the effectiveness of this Agreement, that it does not intend to proceed with the offering of the Shares, or (iii) this Agreement (other than the provisions hereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold hereunder.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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 file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Common Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units, stock appreciation rights or other awards granted under or covered by the Company Stock Plans, (C) any shares of Common Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security warrants outstanding on the date hereof of the Prospectus, as referred described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (D) sales of securities of the Company pursuant to the Company’s employee stock purchase plan and grants of equity awards under the Company Stock Plans, in each case as described in the Registration Statement, Pricing Disclosure Package and Prospectus, (E) the filing of a registration statement on Form S-8 as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (EF) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition or other securities (including securities convertible into shares of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such entityacquisition, or (G) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) pursuant to equipment leasing arrangements or debt financing; providedprovided that, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); clauses (F) and (G), it being understood that any recipient shall enter into a lock-up letter with the filing Representative in the form contemplated by Exhibit A; provided that in the case of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) no filings are required to be made under Section 16(a) of the Exchange Act in connection with such issuance; provided further that, in the case of clauses (F) and (G), taken together, no more than 5.0% of the total outstanding shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange as of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of Closing Date are transferred, in the registration statement on Form S-8 in connection therewithaggregate, during the 60-day restricted period.

Clear Market. For a period of 30 ninety (90) days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than filings on Form S-8 relating to Company Stock Plans that are in existence at the Applicable Time and disclosed in the Prospectus), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterJMP Securities LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under the Company Stock Plans, (C) any shares of Stock of the vesting Company issued upon the exercise of restricted stock units or the conversion or exchange of a security warrants outstanding on the date hereof of the Prospectus, (D) sales of shares pursuant to the Company’s employee stock purchase plan and grants of equity awards granted under Company Stock Plans, in each case as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets ofCompany (the “Exempt Shares”) pursuant to that certain Agreement for the Acquisition dated August 7, or a majority or controlling portion of 2015 by and among the equity ofCompany, or a joint venture with another entity in connection with Oxitec Ltd. (“Oxitec”) and the other parties named therein relating to the acquisition by the Company or any of its subsidiaries 100% of such entity; provided, in Oxitec (the case of this clause (E“Exempt Issuance Transaction”) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); and (F) the filing issuance of up to that number of shares equal to seven percent (7%) of the Company’s outstanding shares of Common Stock, calculated following the sale of Shares hereunder and the issuance of the Exempt Shares, in connection with mergers or acquisitions of businesses, entities, property or other assets, joint ventures or strategic alliances (“Carveout Shares”), provided that the Company shall cause each such recipient of Carveout Shares to execute and deliver to the Representative a lock-up letter substantially in the form of Exhibit A hereto for the balance of the 90-day restricted period; provided, further, however that issuances of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) Exempt Shares pursuant to the exchange Exempt Issuance Transaction are not considered for purposes of the exchangeable shares this Agreement to be issuances of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithCarveout Shares.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans any shares of Stock of the Company issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement, (D) any options and its subsidiaries as referred to other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) any shares of common stock granted Stock of the Company, or any securities convertible into or exercisable or exchangeable for, Common Stock, or the entry into an agreement to issue shares of Stock of the Company, or any securities convertible into or exercisable or exchangeable for, shares of Stock, issued in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, that the aggregate number of shares of Stock, or any securities convertible into or exercisable or exchangeable for Stock, that the Company may issue or agree to issue pursuant to or reserved for issuance under the stock-based compensation plans this clause (F) shall not exceed 5% of the Company total outstanding shares of Stock immediately following the issuance of the Underwritten Shares pursuant hereto and its subsidiaries referred to in clause (C); (G) provided, further, that the recipient of any such shares of Stock or shares exchangeable for stock securities issued pursuant to its existing plan clauses (B), (C), (D) or (F) during the 180-day restricted period described above shall enter into an agreement substantially in the form of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a period of 30 180 days after the date of the Statutory Prospectus, without the prior written consent of the Representatives, the Company will not (i1) offer, pledge, announce the intention to sell, issue, 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, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock American Depositary Shares or any securities convertible into or into, exercisable or exchangeable for Stockor that represent the right to receive Ordinary Shares or American Depositary Shares (the “Lock-Up Securities”); (2) file, or publicly disclose announce the intention to make file, any offer, sale, pledge, disposition or filingregistration statement with respect to any Lock-Up Securities, or (ii3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesLock-Up Securities, whether any such transaction described in clause (i1), (2) or (ii3) above is to be settled by delivery of Stock Ordinary Shares or American Depositary Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, without the prior written consent of the UnderwriterCompany (and where relevant, other than its Affiliates) may (Ai) to the Underwriter issue, sell and/or transfer Lock-Up Securities pursuant to this Agreement; , (Bii) issue Lock-Up Securities upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof as and referred to in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the Belgian Listing Prospectus; , (Ciii) issue and sell Lock-Up Securities pursuant to the stock-based compensation plans a registration statement on Form S-8 in respect of, any employee and director stock option plan, incentive plan, stock ownership plan or dividend reinvestment plan of the Company existing on the date of this Agreement and its subsidiaries as referred to described in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus, the Prospectus and the Belgian Listing Prospectus; , (Div) issue and sell Lock-Up Securities in respect of, any employee and director stock option plan, incentive plan, stock ownership plan or dividend reinvestment plan of the Company adopted after the date of this Agreement, (v) issue up to 10,000,000 Euros in Ordinary Shares to Takeda Pharmaceuticals International AG pursuant to the terms of the Company’s licensing agreement with Takeda Pharmaceuticals International AG dated as of July 4, 2016, (vi) issue up to 15,000,000 Euros in Ordinary Shares to Genetrix S.L. pursuant to the terms of the Contribution Agreement between the Company and Genetrix S.L. dated July 29, 2015 and (vii) issue Lock-Up Securities in connection with an acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the establishment aggregate number of a trading plan pursuant Lock-Up Securities issued or issuable does not exceed 5% of the number of Ordinary Shares outstanding immediately after the issuance and sale of the Lock-Up Securities, and (y) each recipient of any such shares or other securities agrees to Rule 10b5restrictions on the resale of such securities that are consistent with the Lock-1 under Up Letters for the Exchange Act (a “Plan”) during remainder of the 30180-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or or, except in the case of a registration statement on Form S-8, file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for StockSecurities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Securities or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Securities or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (Ai) the Shares to the Underwriter be sold hereunder (ii) pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (Ciii) pursuant to the stock-based compensation currently outstanding options, warrants or rights issued under one of those plans, (iv) pursuant to employee stock purchase plans of the Company and its subsidiaries as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (Dv) upon the establishment conversion of a trading plan pursuant to Rule 10b5-1 under outstanding preferred stock as set forth in the Exchange Act Pricing Disclosure Package, or (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (Evi) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity Shares in connection with the acquisition by the Company of the securities, businesses, property or any other assets of its subsidiaries of such entityanother person or entity or in connection with strategic partnering transactions; providedprovided that, in the case of this clause subclause (E) vi), the transferee aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding ordinary shares of the Company immediately following the offering of the Shares and prior to any issuance the Company shall cause each recipient of such shares agrees to be bound execute and deliver to the Representatives a lock-up agreement substantially in writing the form of agreement attached hereto as Exhibit A (a “Lock-Up Agreement”). If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in this subsection (h); (Fa lock-up letter described in Section 6(n) the filing of any registration statement on Form S-8 hereof for an officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares impending release or waiver substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit B hereto at least three business days before the effective date of the registration statement on Form S-8 release or waiver and the Company is no longer an Emerging Growth Company as of such time, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 days after the date of the Prospectus, the The Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwisenot, without the prior written consent of the UnderwriterRepresentative, other than offer, sell, contract to sell, pledge, or otherwise dispose of (Aor enter into any transaction, including any swap 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 or any affiliate of the Company or any person in privity with the Company or any affiliate of 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 Exchange Act with respect to: (i) any Common Shares; or (ii) any securities convertible into, or exercisable or exchangeable for, Common Shares; or publicly announce an intention to effect any such transaction, until 45 days after date of the Underwriter Prospectus; provided, however, that: (i) the Company may issue and sell Common Shares or securities convertible into, or exercisable for, Common Shares pursuant to any employee share option plan, equity incentive plan, share ownership plan or dividend reinvestment plan of the Company in effect as of the date hereof; (ii) the Company may issue Common Shares issuable upon the conversion of securities or the exercise of any option or warrant outstanding as of the date hereof; (iii) the Company may file a registration statement with the Commission with regard to securities issued or to be issued under any equity incentive plan; (iv) the Company may file a registration statement on Form S-8 (or any successor form) with respect to an employee share purchase plan; (v) the Company may issue and sell the Primary Securities pursuant to this Agreement; (Bvi) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of may establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that (A) such plan does not provide for the transfer of Common Shares until 45 days after date of the Prospectus and (B) to the extent a “Plan”public announcement or filing under the Exchange Act, if any, is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan until 45 days after date of the Prospectus; and (vii) during the 30Company may issue Common Shares or securities convertible into, or exercisable or exchangeable for, Common Shares as payment of any part of the purchase price for any acquisition of a business or assets by the Company, provided that the aggregate number of all such Common Shares or securities issued pursuant to any such acquisitions within the 45-day period following the date of the Prospectus does not exceed 15% of the number of Common Shares outstanding on the date of the Prospectus, provided further that the recipient of any such Common Shares or securities shall agree not to sell or otherwise dispose of any such Common Shares or securities for the then remaining term of the 45-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (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 or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offerof the foregoing, sale, pledge, disposition (other than filings on Form S-8 relating to the Company’s Stock Plans as currently in effect or filing, as may be in effect upon the Closing Date) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise of an option or warrantany options, the vesting of restricted stock awards, restricted stock units or other equity awards granted under Stock Plans of the conversion Company, or exchange pursuant to individual agreements between the Company and certain members of a security outstanding on the date hereof its management, in each case as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans any shares of Stock of the Company or other securities convertible into or exercisable or exchangeable for shares of Stock of the Company issued upon (i) the conversion of securities outstanding on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) the exercise or settlement of options or other equity awards granted under Stock Plans of the Company, or pursuant to individual agreements between the Company and certain members of its subsidiaries management, in each case as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; ) and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under issuance by the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer Company of shares of common stock under any new Common Stock or existing Plan and any Section 16 filings required securities convertible into or exercisable or exchangeable for shares of Common Stock in an aggregate amount not to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to exceed 5% of the Company’s Common Stock outstanding shares of Stock in connection with on the acquisition of the assets of, date hereof or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.the

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not, and will not publicly disclose an intention 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act (other than registration statements on Form S-8 under the Securities Act relating to, to Lock-Up Securities (as defined below) granted or to be granted pursuant to the terms of any Company Stock Plan disclosed in the Pricing Disclosure Package relating to any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingStock (“Lock-Up Securities”), or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxxxx LLC and Evercore Group L.L.C., other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security options outstanding on the date hereof as referred to hereof, described in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus; (C) pursuant to the stock-based compensation plans of the , or, in each case, any document incorporated by reference therein, and issued under Company and its subsidiaries as referred to Stock Plans disclosed in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus, or in each case, any document incorporated by reference therein; provided that each newly appointed director or executive officer that is a recipient of any such shares of Stock shall deliver (if it has not previously delivered) a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, and such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans as disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein; provided that each newly appointed director or executive officer that is a recipient of any such awards shall deliver (if it has not previously delivered) a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, and such awards will be subject to the terms of such lock-up, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the Company’s outstanding shares of Stock securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions provided that each newly appointed director or executive officer that is a recipient execute a lock-up agreement for the acquisition remainder of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, Restricted Period in the case form of this clause Exhibit A hereto or (E) the transferee of such shares agrees to be bound in writing to filing by the restrictions set forth in this subsection (h); (F) the filing Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package, the Company and its subsidiaries referred to Prospectus, or, in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewitheach case, any document incorporated by reference therein.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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 or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock or other securities of the Company issued upon the exercise exercise, vesting or settlement of an option options or warrantother awards granted under Company Stock Plans or other equity incentive plan or stock purchase plan (collectively, the vesting of restricted stock units or the conversion or exchange of a security outstanding “Equity Plans”) in effect on the date hereof as referred to and that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , under the terms of such plan, (C) pursuant to any options and other awards granted or issued under an Equity Plan in effect on the stock-based compensation plans of the Company date hereof and its subsidiaries as referred to described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , under the terms of such plan, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to an Equity Plan in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of securities by the Company in connection with mergers, acquisitions or commercial or strategic transactions, provided that the aggregate number of shares issued pursuant to this clause (E) (which for the avoidance of doubt shall not include shares issued pursuant to clause (F) below) does not exceed 5% of the Company’s securities outstanding immediately following the issuance and sale of the Shares pursuant hereto, and (F) the issuance and sale of shares of common stock granted pursuant to Stock in connection with that certain Collaboration, Option and License Agreement, dated on or reserved for issuance under the stock-based compensation plans of about June [16], 2020, by and between the Company and its subsidiaries referred to in clause GLAXOSMITHKLINE INTELLECTUAL PROPERTY (C)NO. 4) Limited; (G) provided that the recipient of any such shares of Stock or shares exchangeable for stock securities issued pursuant to its existing plan of reorganization; clauses (HB) pursuant to and (E) during the exchange 90-day restricted period described above shall enter into an agreement for the remainder of the exchangeable shares Restricted Period substantially in the form of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing Exhibit A hereto. The Company may only be released from the foregoing restrictions with the prior written consent of the registration statement on Form S-8 in connection therewithRepresentatives.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock issued upon the exercise of an option options granted under Company Stock Plans or warrant, the vesting of restricted stock units or the conversion or exchange of a security warrants described as outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans of the any options and other awards granted under a Company and its subsidiaries as referred to Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the entry by the Company into an at-the-market equity offering program with Xxxxxxx Xxxxx & Co. LLC, as sales agent, and the filing by the Company of a preliminary prospectus supplement with respect to the shares of common stock granted pursuant Common Stock to or reserved for issuance be issued and sold under such program, provided that, during the stock-based compensation plans of 60 day restricted period described above, the Company shall not submit a placement notice to the sales agent and its subsidiaries referred to in clause no shares of Common Stock shall be sold under such program, and (C); (GF) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares exchangeable for stock issued pursuant to its existing plan this clause (F) shall not exceed ten percent of reorganization; the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (Hy) the recipient of any such shares of Stock and securities issued pursuant to this clause (F) during the exchange 60 day restricted period described above shall enter into an agreement substantially in the form of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a period of 30 75 days after the date of the Prospectus, the Company Selling Stockholder will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (including without limitation, Stock or such other securities which may be deemed to be beneficially owned by the 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, pledgepledge or disposition, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than the Shares to be sold by the Selling Stockholder hereunder. The restrictions contained in the preceding sentence shall not apply to (A) to sales of shares of Stock or other securities acquired in open market transactions after the Underwriter pursuant to this Agreementcompletion of the offering of the Shares hereunder, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with subsequent sales of Stock or other securities acquired in such open market transactions; (B) upon the exercise transfers of an option shares of Stock or warrantany securities convertible into or exercisable or exchangeable for Stock by bona fide gift, the vesting of restricted stock units will or the conversion or exchange of a security outstanding on the date hereof as referred to intestacy; provided that in the Registration Statementcase of any transfer pursuant to this clause (B), each transferee or donee shall execute and deliver to the Pricing Disclosure Package Representatives a “lock-up” letter substantially in the form of Exhibit A hereto for the remainder of such 75-day restricted period; and provided, further, that no filing under Section 16(a) of the ProspectusExchange Act reporting a reduction in beneficial ownership of shares of Stock or other public announcement shall be required or shall be voluntarily made during the 75-day restricted period; (C) pursuant to the stock-based compensation plans transfer of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectusshares of Stock or any security convertible into or exercisable or exchangeable for Stock that occurs by operation of law; (D) the establishment transfer of a trading plan shares of Stock or any security convertible into or exercisable or exchangeable for Stock pursuant to Rule 10b5-1 a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Stock involving a Change of Control (as defined below) of the Company; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the Selling Stockholder shall remain subject to the restrictions contained in this Agreement; or (E) the transfer of shares of Stock or any security convertible into or exercisable or exchangeable for Stock to (i) another corporation, limited liability company, partnership or other business entity that controls, is controlled by or managed by or is under common control with the Exchange Act (Selling Stockholder; provided that each transferee shall execute and deliver to the Representatives a “Plan”) during lock-up” letter substantially in the 30form of Exhibit A hereto for the remainder of such 75-day restricted period. For purposes of this Agreement, “Change of Control” means the consummation of any transfer bona fide third party tender offer, merger, consolidation or other similar transaction the result of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided which is that any “person” (as defined in Section 16 filing made in connection with this clause (D13(d)(3) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares Exchange Act), or group of Stock persons, other than the Company, becomes the beneficial owner (as defined in connection with the acquisition Rules 13d-3 and 13d-5 of the assets of, Exchange Act) of 50% or a majority or controlling portion more of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans total voting power of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for voting stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithCompany.

Clear Market. For a period of 30 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterUnderwriters, other than (A) to the Underwriter Underwriters pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 commencing on the date hereof and ending 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares or ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filingfiling (other than filings on Form S-8 relating to the Company Stock Plans that are disclosed in the Pricing Disclosure Package), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Shares or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the ADSs to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any Ordinary Shares or ADSs of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the any options and other awards granted under a Company and its subsidiaries as referred to in the Registration StatementStock Plan, the Pricing Disclosure Package and the Prospectus; or (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the Company’s outstanding shares of Stock securities issued by the Company in connection with the acquisition of the assets ofmergers, acquisitions or a majority commercial or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entitystrategic transactions; provided, provided that in the case of this clause clauses (EB), (C) and (D), the transferee recipient of such shares agrees to be bound in writing to securities shall execute and deliver (if a lock-up agreement has not previously been delivered by such recipient) a lock-up agreement for the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans remainder of the Company and its subsidiaries referred to Restricted Period in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to substantially the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithform attached as Exhibit A hereto.

Clear Market. For a the period of 30 days after specified below (the date of the Prospectus“Lock-Up Period”), the Company will not not, directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its shares of Common Stock (“Lock-Up Securities”): (i) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchasepurchase Lock-Up Securities, or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (iiiii) enter into any swap swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Stock meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwiseaction, without the prior written consent of the UnderwriterRepresentatives, other than except that (A1) to the Underwriter pursuant to this Agreement; (B) Company may issue and sell shares of Lock-Up Securities upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security convertible or exchangeable securities outstanding on the date hereof hereof, (2) the Company may issue and sell shares of Lock-Up Securities upon the exercise of options or warrants outstanding on the date of this prospectus supplement or as referred to a result of permitted grants or issuances as described in the Registration Statementfollowing clause (3), (3) the Pricing Disclosure Package Company may grant or issue stock options and the Prospectus; (C) warrants, restricted stock, phantom stock and other securities to our employees, officers and directors pursuant to the stock-based compensation plans terms of a plan in effect on the date hereof, and (4) the Company and its subsidiaries as referred to in make such filings with the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made Commission in connection with this clause (D) shall include an explanatory footnote stating any such grants or issuances. The Lock-Up Period will commence on the nature of date hereof and continue for 60 days after the date hereof or such transfer; (E) earlier date that the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred Representatives consents to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithwriting.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (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 or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the any options and other awards granted under a Company and its subsidiaries as referred to in the Registration StatementStock Plan, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the a Company and its subsidiaries referred to in clause Stock Plan, (C); (GE) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements) or any acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of the shares exchangeable for stock issued pursuant to its existing plan clause (E) shall not exceed more than ten percent (10%) of reorganization; (H) the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement, and (y) the exchange recipient of the exchangeable any such shares of Ceridian AcquisitionCo ULC; Stock or securities issued pursuant to clauses (B), (C) and (IE) pursuant to a Global Employee Stock Purchase Plan and filing during the Restricted Period shall enter into (if it has not previously entered into) an agreement substantially in the form of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A1) the Shares to be sold hereunder, (2) shares of Common Stock issued during the Underwriter Lock-Up Period in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the Company, provided that (a) the recipient shall execute a “lock-up” agreement substantially in the form of Exhibit A hereto agreeing not to dispose of such shares during the Lock-Up Period, (b) the number of shares of Common Stock issued pursuant to this Agreement; clause (B2) upon shall not exceed 10% of the exercise shares of an option Common Stock then outstanding, and (c) this clause (2) may be relied on for only one transaction or warrantseries of related transactions, the vesting and (3) grants of any stock option, restricted stock units unit or the conversion or exchange of a security outstanding on restricted stock award under any Company Stock Plan established prior to the date hereof as referred to and disclosed in the Registration Statement, the Pricing Disclosure Package and Package. Notwithstanding the Prospectus; foregoing, if (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day restricted periodperiod beginning on the last day of the Lock-Up Period, any transfer the restrictions imposed by this Agreement shall continue to apply until the expiration of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding material news or material event unless the Representative waived such extension in writing; except that such extension will not apply if (i) the shares of Common Stock are “actively traded securities” (as defined in connection with the acquisition of the assets ofRegulation M), or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by (ii) the Company or any meets the applicable requirements of its subsidiaries paragraph (a)(1) of such entity; provided, Rule 139 under the Securities Act in the case of this clause manner contemplated by NASD Conduct Rule 2711(f)(4), and (Eiii) the transferee provisions of such shares agrees to be bound in writing to NASD Conduct Rule 2711(f)(4) do not restrict the restrictions set forth in this subsection (h); (F) the filing publishing or distribution of any registration statement on Form S-8 or a successor form thereto research reports relating to the shares of common stock granted pursuant to Company published or reserved for issuance under distributed by the stock-based compensation plans Underwriter during the 15 days before or after the last day of the Company and its subsidiaries referred 90-day period (before giving effect to in clause (Csuch extension); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 180 days after the date of the Prospectusinitial public offering of the Shares, the Company will not (i) offer, pledge, publicly announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an options granted under existing employee stock option or warrant, the vesting of restricted stock units plans or the conversion Company's employee stock purchase plan or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans issuance of any shares of Common Stock at least 90 days after the date of the Company and its subsidiaries as referred Prospectus, or any agreement entered into at least 90 days after the date of the Prospectus to issue shares of Common Stock, in connection with an acquisition of stock or assets of another business, by merger or otherwise, provided that such shares in the Registration Statementaggregate do not exceed 10% of the number of shares of Common Stock outstanding immediately following the sale of the Shares hereunder; and provided further that the Company shall have received from each recipient of such shares a lock-up letter in substantially the form of Annex E hereto. Notwithstanding the foregoing, the Pricing Disclosure Package and the Prospectus; if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 180-day restricted period, any transfer 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 shares 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 common stock under any new the 180-day period, the restrictions imposed by this Agreement, unless waived or existing Plan and any Section 16 filings required otherwise approved by the Representatives in writing, shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release, the public announcement of the outstanding shares of Stock in connection with material news or the acquisition occurrence of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entitymaterial event; provided, in however, that this provision will not apply if the case of this clause (E) safe harbor provided by Rule 139 promulgated under the transferee of such shares agrees to be bound in writing to Securities Act is available and the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the Company's shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to Common Stock are "actively traded securities," as defined in clause (CRegulation M, 17 C.F.R. 242.101(c)(1); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For Except as contemplated by this Agreement, for a period of 30 90 days after the date of the Prospectushereof, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterMerrill Lynch, Pierce, Fenner & Smith Incorporated, Guggenheim Securities, LLC and Wells Fargo Securxxxxx, LLC, other than (AX) xxe Uxxxxxritten Securities to be sold hereunder and any xxxxes of Stock issued pursuant to the Underwriter pursuant to this terms of the Purchase Contract and Pledge Agreement; , including, without limitation, in connection with any early settlement right at the election of holders of Purchase Contracts (as described in the Pricing Disclosure Package) or any “fundamental change early settlement right” upon the occurrence of a “fundamental change” (each as described in the Pricing Disclosure Package), (B) any shares of Stock of the Company granted pursuant to Company Stock Plans, (C) any shares of Stock of the Company issued upon the exercise of an option options granted under Company Stock Plans or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment issuance and delivery of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange Stock Underwriting Agreement and upon settlement or termination of the exchangeable shares of Ceridian AcquisitionCo ULC; and Forward Sale Agreement or any Additional Forward Sale Agreement (I) pursuant to a Global Employee each as defined in the Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithUnderwriting Agreement).

Clear Market. For a period of 30 180 days after the date of this Agreement, without the Prospectusprior written consent of the Representative, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of the Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Common Stock issued upon the exercise of an options granted under existing employee stock option plans, (C) grants by the Company of employee stock options or warrant, the vesting of restricted stock units or pursuant to the conversion or exchange terms of a security outstanding plan in effect on the date hereof, (D) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan in effect on the date hereof as referred to and (E) shares of Common Stock (or options, warrants or convertible securities in respect thereof) issued in connection with a bona fide merger or acquisition transaction, provided that the Registration StatementCommon Stock (or options, the Pricing Disclosure Package and the Prospectus; (Cwarrants or convertible securities in respect thereof) pursuant so issued is subject to the stock-based compensation plans terms of a duplicate form of the Company and its subsidiaries as referred to "lock-up agreement" set forth in Exhibit D hereto. Notwithstanding the Registration Statementforegoing, the Pricing Disclosure Package and the Prospectus; if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 180-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any the 180-day period, the restrictions imposed by this Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D5(h) shall include an explanatory footnote stating continue to apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any Common Shares granted or issued upon the exercise of an option or warrantoptions granted under Company Share Plans, the vesting of restricted stock units or the conversion or exchange of (C) any options and other awards granted under a security outstanding on the date hereof as referred to Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the shares of common stock granted pursuant to Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) Common Shares or reserved for issuance under the stock-based compensation plans other securities of the Company and its subsidiaries referred to issued in clause connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (Cincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity interests or otherwise); , provided that (Gx) the aggregate number of shares of Stock or shares exchangeable for stock issued pursuant to its existing plan this clause (E) shall not exceed five percent (5%) of reorganization; the total number of outstanding Common Shares immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (Hy) the recipient of any such Common Shares or securities issued pursuant to this clause (E) during the 90-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto and (E) the issuance of any securities pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithCorporate Reorganization.

Clear Market. For a During the period of 30 beginning from the date hereof and continuing until the date that is 45 days after the date of the ProspectusClosing Date, the Company will not (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 file with or confidentially submit to or file with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filing, of the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Securities to be sold hereunder (including the Underwriter pursuant to this AgreementOption Securities) or any Underlying Securities issued upon conversion thereof; (B) any Common Stock issued upon conversion of the Company’s 0.25% Convertible Senior Notes due 2026; (C) the entry into the Capped Call Confirmations and the Company’s performance thereunder; (D) any shares of Stock of the Company issued upon the exercise or settlement (including any “net” or “cashless” exercises of an option settlements) of options or warrant, the vesting of restricted stock units or the award, if any, of stock options or restricted stock units in the ordinary course of business, in all cases, pursuant to employee stock option plans existing on, or upon the conversion or exchange of a security convertible or exchangeable securities outstanding on as of, the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transferAgreement; (E) the issuance of up to 5% of the outstanding shares of Common Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing issued pursuant to the restrictions set forth in this subsection (h)Company’s Employee Stock Purchase Plan; (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock securities granted or to be granted pursuant to the Company Stock Plans; or reserved for issuance under the stock-based compensation plans (G) as required by an existing registration rights agreement of the Company in effect as of the date hereof as described in the Pricing Disclosure Package and its subsidiaries referred to the Offering Memorandum; provided that the restrictions described in clause (C)i) shall not apply to issuance of Securities directly to a seller of a business or assets as part of the purchase price; provided, further, that (Gx) any recipient of such shares of Common Stock or shall execute and deliver to the Representative a “lock-up” agreement, substantially in the form of Annex III hereto, for the remainder of such 45-day period and (y) the aggregate number of shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) Common Stock that we may offer pursuant to the exchange foregoing proviso shall not exceed 10% of the exchangeable total number of shares of Ceridian AcquisitionCo ULC; Common Stock issued and (I) pursuant to a Global Employee Stock Purchase Plan and filing outstanding immediately following the completion of the registration statement on Form S-8 in connection therewithoffering contemplated by the Offering Memorandum.

Clear Market. For a period of 30 75 days after the date of the Prospectus, the Company will not (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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC. The restrictions contained in the Underwriter, other than preceding sentence shall not apply to (A) the Shares to be sold by the Underwriter pursuant to this Agreement; Company hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units awards (or the conversion or exchange filing of a security outstanding registration statement on Form S-8 with the Commission in respect of such awards) (1) pursuant to the Company's equity incentive plans under the terms of such plans in effect on the date hereof as referred to and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; Prospectus and (2) pursuant to any inducement grants made in accordance with Exchange rules, (C) the sale of shares of Stock to employees pursuant to the stock-based compensation plans of Company's employee stock purchase plans, (D) the issuance by the Company of shares of Stock upon the exercise of an option or warrant, and its subsidiaries as referred to the vesting of equity awards outstanding under the Company’s equity incentive plans under the terms of such plans in effect on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) Prospectus or the establishment conversion of a trading plan pursuant to Rule 10b5-1 under security outstanding on the Exchange Act (a “Plan”) during date of the 30-day restricted periodUnderwriting Agreement of which the Underwriter has been advised in writing, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% shares of the outstanding Stock or any securities convertible into, or exercisable or exchangeable for, shares of Stock in connection with the any (1) mergers, (2) acquisition of the assets ofsecurities, businesses, property or a majority other assets, (3) joint ventures, (4) strategic alliances or controlling portion of the equity oflicensing, collaboration or a joint venture similar agreements, (5) partnerships with another entity in connection with the acquisition by the Company experts or any of its subsidiaries of such entityother talent to develop or provide content, (6) equipment leasing arrangements or (7) debt financing; provided, in the case of this clause provided that (Ex) the transferee aggregate number of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or securities convertible into, or exercisable or exchangeable for, shares exchangeable for stock issued of Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to its existing plan of reorganization; this subclause (HE) pursuant to the exchange shall not exceed 10% of the exchangeable number of shares of Ceridian AcquisitionCo ULC; Stock outstanding immediately after the issuance and sale of the Shares, and (Iy) pursuant to each recipient of any such shares or other securities executes a Global Employee Stock Purchase Plan and filing “lock-up” letter substantially in the form of Exhibit A hereto for the registration statement on Form S-8 in connection therewithremainder of such 75-day restricted period.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than Representatives. The restrictions contained in the preceding sentence shall not apply to (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units awards (or the conversion or exchange filing of a security outstanding registration statement on Form S-8 with the Commission in respect of such awards) pursuant to the Company’s equity incentive plans under the terms of such plans in effect on the date hereof as referred to and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) the sale of shares of Stock to employees pursuant to the stock-based compensation Company’s employee stock purchase plans under the terms of such plans in effect on the Company date hereof and its subsidiaries as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (D) the establishment of a trading plan pursuant to Rule 10b5-1 under issuance by the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer Company of shares of common stock Stock upon the exercise of an option or warrant, and the vesting of equity awards outstanding under any new or existing Plan and any Section 16 filings required to be filed the Company’s equity incentive plans, in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating each case under the nature terms of such transfer; plans in effect on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or the conversion of a security outstanding on the date of the Underwriting Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (E) the issuance of up to 5% shares of the outstanding Stock or any securities convertible into, or exercisable or exchangeable for, shares of Stock in connection with the any (1) mergers, (2) acquisition of the assets ofsecurities, businesses, property or a majority other assets, (3) joint ventures, (4) strategic alliances or controlling portion of the equity oflicensing, collaboration or a joint venture similar agreements, (5) partnerships with another entity in connection with the acquisition by the Company experts or any of its subsidiaries of such entityother talent to develop or provide content or (6) equipment leasing arrangements; provided, in the case of this clause provided that (Ex) the transferee aggregate number of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or securities convertible into, or exercisable or exchangeable for, shares exchangeable for stock issued of Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may issue pursuant to its existing plan subclause (E) shall not exceed 10% of reorganizationthe number of shares of Stock outstanding immediately after the issuance and sale of the Shares, and (y) each recipient of any such shares or other securities executes a “lock-up” letter substantially in the form of Exhibit A hereto for the remainder of such 90-day restricted period. For avoidance of doubt, this Section 4(h) shall not prohibit the Company from entering into one or more agreements to sell or issue shares of Stock or any securities convertible into, or exercisable or exchangeable for, shares of Stock in connection with transactions described in subclause (E)(1) through (6); provided that the Company does not issue shares in the aggregate in excess of the limit set forth in subclause (HE) during a period of 90 days after the date of the Prospectus pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithsuch agreement or agreements.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for StockCommon Stock (other than a registration statement on Form S-8), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, Representatives other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Common Stock issued upon the exercise of an option options granted under Company Stock Plans in effect on the date hereof or warrant, upon the vesting of restricted stock units or the conversion or exchange of a security and performance share awards and warrants described as outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to issuance of shares of Common Stock upon the stock-based compensation plans exercise of an option or the Company and its subsidiaries as referred to in conversion of a security outstanding on the Registration Statement, the Pricing Disclosure Package and the Prospectusdate hereof; (D) any options and other awards granted under Company Stock Plans in effect on the establishment date hereof or the grant of a trading Common Stock under an employee stock purchase plan pursuant to Rule 10b5-1 under in effect on the Exchange Act (a “Plan”) during the 30-day restricted perioddate hereof, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Common Stock or other securities in connection with any strategic transaction involving a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), and (F) the issuance of Common Stock or other securities in connection with any strategic transaction involving any acquisition of the assets of, or of not less than a majority or controlling portion of the equity of, or a joint venture with of another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in provided that (x) the case amount of this shares to be received by any such third party pursuant to clause (E) and clause (F) is less than 5% of the transferee outstanding shares of Common Stock of the Company, and (y) any such shares agrees of Common Stock and securities issued pursuant to clauses (E) and (F) during the 90-day restricted period described above shall be bound in writing subject to the restrictions set forth in this subsection (h); (F) described above for the filing remainder of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithsuch restricted period.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) to the Underwriter Underwriters pursuant to this Agreement; , (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 3090-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; , (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, provided in the case of this clause (EF) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection clause, (h); (FG) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); , (GH) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; , (HI) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; ULC and (IJ) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a Without the prior written consent of the Underwriters, the Company will not, during the period of 30 ending 60 days after the date of the Prospectus, the Company will not (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 file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any such other securitiesshares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without ; provided that the prior written consent of the Underwriter, other than foregoing shall not apply to (A) to the Underwriter pursuant to sale of the Securities under this Agreement; Agreement or the issuance of the Underlying Securities, (B) upon the exercise sale of an option or warrantshares of Common Stock pursuant to the 1999 Dividend Reinvestment and Share Purchase Plan, (C) shares of Common Stock to be issued pursuant to the ProLogis 1997 Long Term Incentive Plan, the vesting ProLogis 2006 Long Term Incentive Plan, the ProLogis Employee Share Purchase Plan, the ProLogis Share Option Plan for Outside Trustees, the ProLogis 2000 Share Option Plan for Outside Trustees or to pay the annual retainer to ProLogis outside trustees, (D) shares of restricted stock units or Common Stock to be issued in connection with the conversion or exchange redemption of a security units of limited partnership interest (outstanding on the date hereof as referred to hereof) of limited partnerships in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of which the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of or is directly or indirectly a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new general partner or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% units of the outstanding limited partnership interests in any such partnership that may be converted into, or redeemed for, shares of Common Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause and (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the in respect of shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Common Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of registration rights agreement by which the registration statement Company is bound on Form S-8 in connection therewiththe date hereof.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Company will not (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 or indirectly, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterGxxxxxx Sxxxx & Co. LLC and J.X. Xxxxxx Securities LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option options or warrantsettlement of awards granted under Company Stock Plans, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package and the Company Prospectus, and its subsidiaries referred to in clause (C); (GD) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares exchangeable for stock issued pursuant to its existing plan this clause (D) shall not exceed five percent (5%) of reorganizationthe total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (HB) pursuant and (D), (x) the Company shall cause each newly appointed director or executive officer that is a recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the exchange issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the exchangeable shares of Ceridian AcquisitionCo ULC; transfer and (Iy) pursuant the Company shall authorize its transfer agent to a Global Employee Stock Purchase Plan and filing decline to make any transfer of the registration statement on Form S-8 such shares in connection therewithviolation of such lock-up agreements.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwritereach of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC, other than (A) the Shares to be sold hereunder, the Shares of the Company’s Class B Common Stock to be issued in connection with the Merger and the Shares of the Company’s Class A and Class B Common Stock to be issued in connection with any stock split on or prior to the Underwriter pursuant to this Agreement; Closing, (B) any options to be granted (including pursuant to any re-pricing of options) by the Company and any shares of Stock of the Company to be issued upon the exercise of an option such options or warrantoptions previously granted under stock-based compensation plans of the Company, the vesting Swift and their subsidiaries as disclosed in each of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (C) the filing of any registration statement on Form S-8 and issuance of securities registered pursuant to the stock-based compensation any such registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in each of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; Prospectus and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries subsidiaries, provided, however, that (1) the aggregate number of shares issued pursuant to clause (D) above, considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the 180-day restricted period shall not exceed 5.0% of the Stock issued and outstanding as of the date of such entity; providedacquisition agreement or joint venture agreement, in as the case of this clause may be and (E2) prior to the transferee issuance of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (GD) above, each recipient of such shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant shall execute and deliver to the exchange Representatives a lock-up letter substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the exchangeable shares of Ceridian AcquisitionCo ULC180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; and or (I2) pursuant prior to a Global Employee Stock Purchase Plan and filing the expiration of the registration statement 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on Form S-8 in connection therewiththe last day of the 180-day period, the restrictions imposed by this Agreement 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.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Company will not (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 or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Securities to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any Ordinary Shares granted or issued upon the exercise of an option or warrantoptions granted under Company Share Plans, the vesting of restricted stock units or the conversion or exchange of (C) any options and other awards granted under a security outstanding on the date hereof as referred to Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the shares of common stock granted pursuant to Registration Statement, the Pricing Disclosure Package and the Prospectus and (E) Ordinary Shares or reserved for issuance under the stock-based compensation plans other securities of the Company and its subsidiaries referred to issued in clause connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (Cincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity interests or otherwise); , provided that (Gx) the aggregate number of shares of Stock or shares exchangeable for stock issued pursuant to its existing plan this clause ‎(E) shall not exceed five percent (5%) of reorganization; the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Securities pursuant hereto and (Hy) the recipient of any such Ordinary Shares or securities issued pursuant to this clause ‎(E) during the exchange 60-day restricted period described above shall enter into an agreement substantially in the form of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithExhibit A hereto.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to be sold hereunder and any shares of Stock of the Underwriter pursuant to this Agreement; (B) Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans. Notwithstanding the foregoing, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; if (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 180-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 180-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with material news or material event. If the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; providedRepresentatives, in the case of this clause (E) the transferee of such shares agrees their sole discretion, agree to be bound in writing to release or waive the restrictions set forth in this subsection (h); (Fa lock-up letter described in Section 6(l) the filing of any registration statement on Form S-8 hereof for an officer or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans director of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to provide the exchange Company with notice of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing impending release or waiver at least three business days before the effective date of the registration statement on Form S-8 release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in connection therewiththe form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such issuance to execute and deliver to X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (C) pursuant to the stock-based compensation plans of the any options and other awards granted under Company and its subsidiaries as referred to Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , provided, that the Company shall cause each recipient of such grant to execute and deliver to X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the stock-based compensation plans Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of shares of Stock of the Company and or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with the acquisition by the Company or any of its subsidiaries referred of the securities, business, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company or any of its subsidiaries in clause connection with any such acquisition, and (C); (GF) the issuance of shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (E) and (F), (i) the aggregate number of shares of Ceridian AcquisitionCo ULC; Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) issued in all such acquisitions and transactions, on an as-converted, as-exchanged and as-exercised basis, does not exceed 5% of the outstanding Stock of the Company following the issuance and sale of the Shares to be sold hereunder and (Iii) pursuant the Company shall cause each recipient of such issuance to a Global Employee Stock Purchase Plan execute and filing deliver to X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC an agreement substantially in the form of the registration statement on Form S-8 in connection therewithExhibit A hereto if such recipient has not already delivered one.

Clear Market. For a period of 30 days after the date of the Prospectus, the Company will not not, directly or indirectly, (i) offer, pledge, issue, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Common Stock or any other equity or equity-linked securities of, or any securities convertible into or exercisable or exchangeable for StockCommon Stock or any other equity or equity-linked securities of, or the Company (collectively, “Baxalta Subject Securities”), (ii) publicly disclose or engage in discussions concerning the intention to make any such offer, sale, pledge, issuance, sale or disposition or filingwith respect to, or filing of any registration statement under the Securities Act relating to, any Baxalta Subject Securities, (iiiii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Baxalta Subject Securities, or (iv) file with the Commission or cause to become effective any such other securitiesregistration statement under the Securities Act relating to any Baxalta Subject Securities, whether any such transaction described in clause clauses (i), (ii), (iii) or (iiiv) above is to be settled by delivery of Stock or such other securitiesany Baxalta Subject Securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, other than (A) the Shares to the Underwriter pursuant to this Agreementbe sold hereunder; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or contemplated by the Letter Agreement in connection with a successor form thereto relating to Retained Shares Transaction (as defined in the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (CLetter Agreement); (GC) shares the issuance by the Company of Stock any Baxalta Subject Securities upon the exercise of any option outstanding on the date hereof under the Company’s existing equity incentive plans, or shares exchangeable for the vesting of any previously issued restricted stock, restricted stock issued pursuant to its units or performance stock units, outstanding on the date hereof under the Company’s existing plan of reorganizationequity incentive plans; (HD) the grant of stock options, stock, restricted stock units or performance stock units pursuant to the exchange of Company’s existing equity incentive plans in effect on the exchangeable shares of Ceridian AcquisitionCo ULCdate hereof; and or (IE) pursuant to a Global Employee Stock Purchase Plan and the filing of one or more registration statements with the registration statement Commission with respect to any Baxalta Subject Securities issued or issuable under the Company’s existing equity incentive plans in effect on Form S-8 in connection therewiththe date hereof.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, filing (other than filings on Form S-8 relating to the Company Stock Plans) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, in each case, without the prior written consent of the UnderwriterRepresentatives, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans; provided that the recipient of any such shares of Stock shall deliver (if it has not previously delivered) a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, and such shares of Stock will be subject to the vesting terms of restricted stock units or such lock-up, (C) the conversion or exchange grant by the Company of a security outstanding on the date hereof awards under Company Stock Plans as referred to disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that the recipient of any such awards shall deliver (Cif it has not previously delivered) pursuant a “lock-up” agreement to the stock-based compensation plans of the Company and its subsidiaries as referred to Representatives substantially in the Registration Statementform of Exhibit A hereto, and such awards will be subject to the Pricing Disclosure Package and the Prospectus; terms of such lock-up, (D) up to 5 % of the establishment of a trading plan pursuant to Rule 10b5-1 under Company’s outstanding securities issued by the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made Company in connection with this clause (D) shall include an explanatory footnote stating mergers, acquisitions or commercial or strategic transactions provided that the nature recipient execute a lock-up agreement for the remainder of such transfer; the Restricted Period in the form of Exhibit A hereto, or (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition filing by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package and the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithProspectus.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than (Ax) the Shares to be sold hereunder (y) any shares of Stock of the Underwriter pursuant to this Agreement; (B) Company issued upon the exercise of an options granted under existing employee stock option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to plans disclosed in the Registration Statement, and (z) shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock representing in the Pricing Disclosure Package aggregate no more than 5% of the Company’s issued and outstanding shares of Stock as of the Prospectus; (C) date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by a lock-up agreement in substantially the stock-based compensation plans of form attached as Exhibit A hereto. Notwithstanding the Company and its subsidiaries as referred to in the Registration Statementforegoing, the Pricing Disclosure Package and the Prospectus; if (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”1) during the 30last 17 days of the 90-day restricted period, any transfer 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 shares 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 common stock under any new or existing Plan and any Section 16 filings required the 90-day period, the restrictions imposed by this Agreement shall continue to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating apply until the nature expiration of such transfer; (E) the 18-day period beginning on the issuance of up to 5% the earnings release or the occurrence of the outstanding shares of Stock in connection with the acquisition of the assets of, material news or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithmaterial event.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, 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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, Stock or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an options granted under employee stock option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding plans existing on the date hereof as referred to in the Registration Statementhereof, the Pricing Disclosure Package and the Prospectus; (C) the grant of shares of capital stock, options or other instruments pursuant to plans existing on the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statementdate hereof, the Pricing Disclosure Package and the Prospectus; (D) the establishment filing of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a trading plan pursuant referred to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (DB) shall include an explanatory footnote stating the nature of such transfer; and (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entitycompany; provided, in that the case shares of this clause (E) Stock issued do not represent more than 10% of the transferee Company’s outstanding capital stock immediately prior to such acquisition and the recipient of such shares agrees shall agree in writing to be bound in writing to by the restrictions set forth contained in this subsection section. Notwithstanding the foregoing, if (h); (F1) during the filing last 17 days of any registration statement on Form S-8 the 180-day restricted period, the Company issues an earnings release or material news or a successor form thereto material event relating to the shares of common stock granted pursuant Company occurs; or (2) prior to or reserved for issuance under the stock-based compensation plans expiration of the 180-day restricted period, the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to announces that it will release earnings results during the exchange 16-day period beginning on the last day of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant 180-day period, the restrictions imposed by this Agreement shall continue to a Global Employee Stock Purchase Plan and filing apply until the expiration of the registration statement 18-day period beginning on Form S-8 in connection therewiththe issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 30 60 days after the date of the Prospectushereof, the Company will not not, without the prior written consent of the Representative (which consent may be withheld or delayed in the Representative’s sole discretion), (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, lend or otherwise transfer dispose of or dispose oftransfer, directly or indirectly, or file with or confidentially submit to any equity securities of the Commission a registration statement under the Securities Act, relating to, any shares of Stock Company or any securities convertible into or exercisable or exchangeable for Stockequity securities of the Company, or publicly disclose file any registration statement under the intention Securities Act with respect to make any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of equity securities of the Stock or any such other securitiesCompany, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Securities to be sold hereunder, without (ii) any shares of Common Stock issued by the prior written consent of the Underwriter, other than (A) to the Underwriter pursuant to this Agreement; (B) Company upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as and referred to in the Registration StatementCompany’s filings with the Commission, (iii) such issuances of options or grants of restricted stock under the Pricing Disclosure Package Company’s stock option and incentive plans as described in the Company’s filings with the Commission, (iv) the issuance by the Company of shares of Common Stock pursuant to its NMO Deferred Compensation Plans as described in the Company’s filings with the Commission incorporated by reference into the Preliminary Offering Memorandum and the Prospectus; Offering Memorandum, or any future NMO Deferred Compensation Plan, provided that the aggregate number of Common Stock issued under clause (Civ) pursuant shall not exceed 250,000 shares of Common Stock during the 60-day restricted period and (v) the filing of a registration statement for up to 2,500,000 shares of Common Stock issuable upon the stock-based compensation plans exercise of stock options granted under the Company and its subsidiaries Company’s Independent Insurance Agent Stock Option Plan as referred to described in the Registration Statement, Company’s filings with the Pricing Disclosure Package Commission incorporated by reference into the Preliminary Offering Memorandum and the Prospectus; Offering Memorandum, or any future Independent Insurance Agent Stock Option Plan, provided that no shares of Common Stock shall be issued under clause (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”v) during the 3060-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith.

Clear Market. For a period of 30 days after the date of the Prospectus, the Company will not (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, or file with or confidentially submit to the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to do any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterUnderwriters, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrantoptions granted under Company Stock Plans, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) pursuant to the stock-based compensation plans of the any new compensatory grants made under Company Stock Plans and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted periodoffer, any transfer of shares of common stock under any new or existing Plan sale and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity securities in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company in connection with any such entity; providedacquisition), provided that the aggregate number of shares of Stock issued in all such acquisitions during such 30-day restricted period does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any such issuance, the Company shall cause each recipient of such securities to execute and deliver to the Underwriters a “lock-up” agreement substantially in the case form of this clause Exhibit A hereto. Notwithstanding the foregoing, the Company may contract to sell and disclose the intention to issue shares of Stock in connection with any acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity (E) including pursuant to any employee benefit plan assumed by the transferee of Company in connection with any such shares agrees to be bound in writing to the restrictions set forth in this subsection (hacquisition); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the provided that no shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans Stock in excess of the Company and its subsidiaries referred to 10% limitation specified in clause (C); (GD) shares of Stock or shares exchangeable for stock above are issued pursuant to its existing plan of reorganization; (H) pursuant prior to the exchange expiration of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewith30-day restricted period.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Company will not, and will not publicly disclose an intention 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with or confidentially submit to with, the Commission a registration statement under the Securities Act, Act (other than registration statements on Form S-8 under the Securities Act relating to, to Lock-Up Securities (as defined below) granted or to be granted pursuant to the terms of any Company Stock Plan disclosed in the Pricing Disclosure Package relating to any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingStock (“Lock-Up Securities”), or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxxxx LLC, other than (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security options outstanding on the date hereof as referred to hereof, described in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus; (C) pursuant to the stock-based compensation plans of the , or, in each case, any document incorporated by reference therein, and issued under Company and its subsidiaries as referred to Stock Plans disclosed in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus, or in each case, any document incorporated by reference therein; provided that each newly appointed director or executive officer that is a recipient of any such shares of Stock shall deliver (if it has not previously delivered) a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, and such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans as disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein; provided that each newly appointed director or executive officer that is a recipient of any such awards shall deliver (if it has not previously delivered) a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, and such awards will be subject to the terms of such lock-up, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the Company’s outstanding shares of Stock securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions provided that each newly appointed director or executive officer that is a recipient execute a lock-up agreement for the acquisition remainder of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, Restricted Period in the case form of this clause Exhibit A hereto or (E) the transferee of such shares agrees to be bound in writing to filing by the restrictions set forth in this subsection (h); (F) the filing Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the shares of common stock granted pursuant to or reserved for issuance under Registration Statement, the stock-based compensation plans of Pricing Disclosure Package, the Company and its subsidiaries referred to Prospectus, or, in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewitheach case, any document incorporated by reference therein.

Clear Market. For a During the period of 30 from the date hereof through and including the date that is 60 days after the date of the Prospectushereof, the Company and each of the Guarantors will not (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 or confidentially submit to with, the Commission a registration statement under the Securities Act, Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterCitigroup Global Markets Inc., other than (A) the Securities to the Underwriter pursuant to this Agreement; be sold hereunder or any shares of Common Stock issuable upon exchange thereof, (B) any shares of Common Stock of the Parent issued upon the exercise of an options granted under the existing employee stock option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to plans that are described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus; , (C) any shares of Common Stock of the Parent issued pursuant to an at-the-market offering or similar type offering of the stock-based compensation plans of Parent entered into by the Company and its subsidiaries as referred one more dealer managers following the date of this Agreement (provided that no filings or sales pursuant to in any such offering shall be made for 30 days from the Registration Statement, the Pricing Disclosure Package date hereof) and the Prospectus; (D) the establishment entrance into and performance of a trading plan pursuant to Rule 10b5-1 any obligations under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithCapped Call Confirmations.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not not, directly or indirectly, (i) offer, pledge, issue, 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, or file with with, or confidentially submit to to, the Commission a registration statement under the Securities Act, Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock or any other equity or equity-linked securities of the Company (the “Subject Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition issuance, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesSubject Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiesany Subject Security, in cash or otherwise, without the prior written consent of the Underwriter, other than Underwriters. The restrictions contained in the preceding sentence shall not apply to (A) the Shares to the Underwriter pursuant to this Agreement; be sold hereunder, (B) the issuance by the Company of any Subject Securities upon the exercise of an any option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to under the Company’s existing equity incentive plans, or the vesting of any previously issued restricted stock, restricted stock units or performance stock units outstanding on the date hereof under the Company’s existing equity incentive plans, (C) grants made under any equity compensation plan described in the Registration Statement, the Pricing Disclosure Package and existing on the Prospectus; date hereof (C) including, for the avoidance of doubt, offers and issuances of Subject Securities pursuant to and in accordance with the stock-based compensation plans terms of the Company and its subsidiaries as referred to in the Registration StatementCompany’s Employee Stock Purchase Plan), the Pricing Disclosure Package and the Prospectus; (D) the establishment entry by the Company into an agreement providing for the direct or indirect acquisition of 100% of the Common Stock by a trading plan pursuant to Rule 10b5-1 under single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act (a “Plan”) during Act), provided such transaction is approved by the 30-day restricted periodBoard of Directors of the Company, any transfer of and provided further that, if such transaction is not consummated, the underlying shares of common stock under any new or existing Plan and any Section 16 filings required Common Stock shall continue to be filed subject to the restrictions contained in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; preceding sentence, (E) any issuance or transfer of Subject Securities as consideration for a merger, acquisition, asset transfer or similar transaction, provided that the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition aggregate amount represented by all securities that the Company issues or any of its subsidiaries of such entity; provided, in the case of transfers or agrees to issue or transfer pursuant to this clause (E) during the transferee Restricted Period shall not exceed five percent (5%) of the total number of shares of the Company’s Common Stock issued and outstanding on the date hereof, and provided further, that the Company shall cause the recipient of such shares agrees securities to be bound in writing execute and deliver to you, on or prior to the restrictions set forth issuance of such securities, a “lock-up” agreement, substantially in this subsection (h); the form of Exhibit A hereto, (F) the filing of any a “universal shelf” registration statement on Form S-8 S-3, provided that no Subject Securities may be offered, sold, transferred or a successor form thereto relating to the shares otherwise disposed of common stock granted pursuant to or reserved for issuance under such registration statement during the stock-based compensation plans of the Company Restricted Period and its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the exchange sale of the exchangeable shares of Ceridian AcquisitionCo ULC; and (I) pursuant to Brighthouse common stock by insurance company separate accounts managed by Brighthouse Life Insurance Company or any of Brighthouse’s other affiliates in accordance with a Global Employee Stock Purchase Plan and filing of the registration statement on Form S-8 in connection therewithpassive indexing strategy.