Common use of Agreement Not to Offer or Sell Additional Securities Clause in Contracts

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Units) Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or publicly announce the intention options or other awards to do any of the foregoing, other than (i) the issuance of restricted purchase its Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus and (iii) issuances Prospectus, but only if the holders of securities in connection with the acquisition ofsuch shares, options warrants, awards, or investment inshares issued upon exercise of such options or warrants, technologiesagree in writing not to sell, solutions offer, dispose of or other businessesotherwise transfer any such shares, provided options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (a) during the period that begins on the aggregate number date that is 15 calendar days plus three business days before the last day of shares the 180-day restricted period and ends on the last day of Common Stock that the 180-day restricted period, the Company may issue issues an earnings release or agree material news or a material event relating to issue the Company occurs; or (b) 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 restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent agreements described in Section 6(j) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement Prospectus, (as the same may be extended as described below, the “Lock-up Period”), ) the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsOffered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other than (i) the issuance of restricted awards to purchase its Common Stock, restricted stock units or options to acquire Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee benefit plans, qualified director stock option plans or other equity incentive plans plan, as such plans are in existence on the date hereof and, described disclosed in the Disclosure PackageProspectus, (ii) issuances and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or settlement of options or warrants other convertible securities outstanding on the date hereof and disclosed as outstanding in the Prospectus Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and (iii) issuances ends on the last day of securities in connection with the acquisition ofLock-up Period, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue issues an earnings release or agree material news or a material event relating to issue the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent agreements described in Section 3(B)(a) with this Section 3(o)prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on Such Selling Stockholder will not (and including the date hereof and ending on and including the 90th day following the effective date will cause any spouse or immediate family member of the Registration Statement (as spouse or the same may be extended as described below, Selling Stockholder living in the “Lock-up Period”Selling Stockholder's household not to), the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect to the UnitsSelling Stockholder (or such spouse or immediate family member) or publicly announce the Selling Stockholder's intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence for a period commencing on the date hereof andand continuing through the close of trading on the date 90 days after the date of the Prospectus. Notwithstanding the foregoing, described in such Selling Stockholder may transfer the Disclosure PackageCommon Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) issuances to any trust or partnership for the direct or indirect benefit of Common Stock upon the exercise Selling Stockholder or settlement the immediate family of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businessesSelling Stockholder, provided that the aggregate number trustee of shares the trust or the general partner of Common Stock the partnership agrees to be bound by the restrictions set forth herein, and provided further that the Company may issue or agree to issue pursuant to this clause (iii) any such transfer shall not exceed 5.0% involve a disposition for value. For the purposes of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o3(B)(a), "Immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 180th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Cantor (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, ADSs, ADRs, or options, rights or warrants to acquire shares of Common Stock Stock, ADSs, ADRs or securities exchangeable or exercisable for or convertible into shares Common Stock, ADSs or ADRs (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock, ADSs, ADRs or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock, ADSs, ADRs or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock, ADSs, ADRs or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Common Stock, ADSs, ADRs or Related Securities (other than as contemplated by this Agreement with respect to the UnitsOffered Securities or a registration statement on Form S-8 or a successor form thereto); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance of restricted transactions contemplated hereby, (B) issue Common Stock, restricted stock units ADSs, ADRs or options to acquire purchase Common Stock Stock, ADSs, ADRs, or issue Securities upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other equity incentive plans as such plans are in existence on the date hereof and, stock plan or arrangement described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock, ADSs, ADRs or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock, ADSs, ADRs or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (iiC) issuances enter into agreements providing for the issuance by the Company of Common Stock upon the exercise Stock, ADSs, ADRs or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities Related Securities in connection with the acquisition ofby the Company or any of its subsidiaries of the securities, or investment inbusiness, technologies, solutions property or other businessesassets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (D) enter into agreements providing for the issuance of Common Stock, ADSs, ADRs or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (C) and (D), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause clauses (iiiC) and (D) shall not exceed 5.05% of the total number of shares of the Common Stock issued and outstanding as of immediately following prior to the completion of the transaction transactions contemplated by this Agreement, and providedprovided further that, furtherin the case of clauses (C) and (D), that all the Company shall cause each recipient of such recipients securities to agree in writing with the Underwriters not to sell, offer, dispose of shares of or otherwise transfer any such Common Stock shall execute and deliver to youStock, on ADSs, ADRs or prior to options during such issuance, a lockLock-up agreement consistent with this Section 3(oPeriod without the prior written consent of Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the The Company will not, without the prior written consent of the Placement Agent Lazard Capital Markets LLC (which consent may be withheld at the Placement Agent’s in its sole discretion)) on behalf of the Underwriters, (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, sell any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (includingii) enter into any swap or other arrangement that transfers to another, without limitationin whole or in part, any short sale)of the economic consequences of ownership of the Common Shares, offerwhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, in cash or otherwise dispose by the Company or any affiliate of the Company or transfer, any person in privity with the Company or announce any affiliate of the offering of, Company or (iii) file any registration statement under with the Securities Act, except for Commission (other than a registration statement on Form S-8 S-8) relating to the Company’s employee benefit plans, in respect of, offering of any shares of Common Stock, options, rights Shares or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock Shares. The restrictions contained in the preceding paragraph shall terminate on (other than as contemplated by this Agreement with respect to and including) the Units) or publicly announce 90th day after the intention to do any date of the foregoingProspectus (the “Lock-Up Period”), other than and not apply to (ix) the Shares to be sold hereunder, (y) the issuance of restricted Common Stock, restricted stock units Shares or options to acquire securities convertible into Common Stock Shares pursuant to the Company’s any director or employee benefit plans, qualified stock option plans plan, stock ownership plan or other equity incentive plans as such plans are dividend reinvestment plan of the Company in existence on effect at the date hereof and, of the Pricing Prospectus and described in the Disclosure PackagePricing Prospectus so long as none of those shares may be transferred and the Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Shares, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiz) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue Common Shares issuable upon the conversion of securities or agree to issue pursuant to this clause (iii) shall not exceed 5.0% the exercise of warrants outstanding at the date of the total number of shares of Common Stock issued Pricing Prospectus and outstanding immediately following described in the completion Pricing Prospectus. 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 transaction contemplated 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 Company occurs, or (B) prior to the expiration of 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 Agreementagreement 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 the material news or material event occurs. The Company shall promptly notify Lazard Capital Markets LLC of any earnings release, and provided, further, news or event that all such recipients may give rise to an extension of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the initial 90 day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent RBC and Cantor (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the UnitsOffered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or agree options to purchase Common Stock or issue Securities upon exercise of options, pursuant to this clause (iii) shall not exceed 5.0% any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the total number stockholders of shares the Company, but only if the holders of such Common Stock issued and outstanding immediately following or options agree in writing with the completion Underwriters not to sell, offer, dispose of the transaction contemplated by this Agreement, and provided, further, that all or otherwise transfer any such recipients of shares of Common Stock shall execute and deliver to you, on or prior to options during such issuance, a lockLock-up agreement consistent with this Section 3(oPeriod without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingSecurities); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion date of the transaction contemplated by this Agreementissuance of the earnings release or the occurrence of the material news or material event in writing, such extension. The Company will provide the Representative and provided, further, any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(g) with prior notice of any such announcement that all such recipients gives rise to an extension of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 45 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent KCM (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of KCM), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockShares, options, rights options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted grant Common Stock, restricted stock units Share awards or grant options to acquire purchase Common Stock Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, Equity Compensation Plan described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities issue Units in connection with the Company’s or a Subsidiary’s acquisition ofof properties or interests in the owners of properties, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the total number of shares of Common Stock Company or the Operating Partnership; provided that no securities may be issued and outstanding immediately pursuant to such shelf registration statement during the 45 day period following the completion date of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS and Xxxxxx (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS and Xxxxxx), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may (i) issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue shares of its Common Stock upon exercise of any warrant outstanding as of the date of this Agreement and identified in each of the Disclosure Package and the Prospectus or upon exercise and/or conversion of any other exercisable or convertible security outstanding as of the date of this Agreement and described in each of the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreementearnings release or the occurrence of the material news or material event, unless BAS and providedXxxxxx waive, furtherin writing, that all such recipients of shares of Common Stock shall execute extension. The Company will provide the Representatives and deliver any co-managers and each individual subject to you, on or prior the restricted period pursuant to such issuance, a the lock-up agreement consistent letters described in Section 5(k) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS, Piper and JPMorgan (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS, Piper and JPMorgan), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsCommon Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or publicly announce warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the intention to do any of Disclosure Package and the foregoingProspectus, other than (ib) the issuance of restricted Common Stock, restricted stock units or issue options to acquire purchase its Common Stock pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other equity incentive plans as stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such plans options are in existence not exercisable by their terms during the period commencing on the date hereof andand ending on the 90th day following the date of the Prospectus, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition ofsuch period may be extended pursuant to this Section 3(A)(n), or investment in, technologies, solutions or other businesses, provided that (c) file a registration statement on Form S-8 with respect to the aggregate number of shares of Common Stock that subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus (including the Company’s 2004 Employee Stock Purchase Plan), but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) 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 clause (iiisection 3(m) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (the “Standstill Period”), as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Wxxxxxxxxx (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act under applicable securities laws in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue shares of Common StockStock upon exercise of options, restricted stock units or options similar equity securities to acquire Common Stock employees, officers or directors of the Company, pursuant to the Company’s employee benefit plansany options, qualified stock option plans share bonus or other equity share plan or arrangement pursuant to an incentive plans as such plans are plan in existence effect on the date hereof and, and described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; (iiC) issuances file a registration statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or settlement warrant or upon the conversion of options or warrants disclosed as a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businessesProspectus, provided that such securities have not been amended since the aggregate date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; (E) after the 60th day following the date of the Prospectus file a new “universal shelf” registration statement on Form S-3 solely for new primary offerings by the Company following the expiration of the Standstill Period; and (F) issue any shares of Common Stock that capital stock of the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% securities convertible into shares of capital stock of the total number of shares of Common Stock Company that are issued and outstanding immediately following the completion as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the transaction contemplated by disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and providedprovided that any such issuance shall only be to a person (or to the equity holders of a person) which is, furtheritself or through its Subsidiaries, that all such recipients an operating company or an owner of shares an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock shall execute and deliver or any securities exchangeable or exercisable for or convertible into Common Stock, or to youacquire other securities or rights ultimately exchangeable or exercisable for, on or prior to such issuanceconvertible into, a lock-up agreement consistent with this Section 3(o)Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 30th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of the Placement Agent Representatives; provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus; and provided further that the Company may issue Common Stock upon exercise of outstanding options or warrants; and provided further that the Company may issue shares of Common Stock or options to purchase its Common Stock in mergers or acquisitions provided that the recipient of such shares or options agrees in writing with the Representatives, in an agreement in the form of Exhibit A hereto, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 30-day period without the prior written consent of the Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within ; and provided further that the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire Company may issue shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of options to purchase its Common Stock (other than as contemplated required by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) Investment Agreement, dated as of February 14, 2005, by and among the issuance Company, Fortress Investment Fund II LLC, Xxxxxx Capital Partners II, L.P., Xxxxxx Capital Partners I, L.P. Whitecrest Partners, L.P., Xxxxxx Capital International, LTD, Riva Capital Partners, L.P., Xxxxxxxxx Capital Partners, L.P., Xxxxxxxxx Capital Partners (Cayman), L.P., Xxxxxxxxx Capital Partners (Executives), L.P., Greenhill Capital, L.P., and Xxxxxxxxx Capital Partners (Employees) II, L.P. and (ii) the Option Agreement, by and among the Company, Fortress Investment Fund II LLC, Xxxxxx Capital Partners II, L.P., Xxxxxx Capital Partners I, L.P., Whitecrest Partners, L.P., Xxxxxx Capital International, LTD, Riva Capital Partners, L.P., Xxxxxxxxx Capital Partners, L.P., Xxxxxxxxx Capital Partners (Cayman), L.P., Xxxxxxxxx Capital Partners (Executives), L.P., Greenhill Capital, L.P., and Xxxxxxxxx Capital Partners (Employees) II, L.P. (the form of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant which is filed as Exhibit 10.3 to the Company’s employee benefit plans's Current Report on Form 8-K filed on February 17, qualified stock option plans 2005). The 30-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 30-day restricted period, the Company issues an earnings release or other equity incentive plans as such plans are in existence material news or a material event relating to the Company occurs or (2) prior to the expiration of the 30-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% last day of the total number of shares of Common Stock issued and outstanding immediately following 30-day period, the completion "lock-up" restrictions described above will continue to apply until the expiration of the transaction contemplated by this Agreement, and provided, further, that all such recipients 18-day period beginning on the earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies (which consent may be withheld at the Placement Agent’s in its sole discretion): (i) sell, offer to sell, contract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below), directly or indirectly, sell ; (including, without limitation, ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsBorrowed Shares); or (vii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby, (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of restricted the Borrowed Shares), (C) issue Common Stock or options to purchase Common Stock, restricted stock units or issue Common Stock upon exercise of any options to acquire purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence terms of any securities of the Company outstanding on the date hereof andand any indentures governing such securities, (E) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Disclosure PackageRegistration Statement, (ii) issuances the Time of Common Stock upon the exercise Sale Prospectus or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiF) issuances file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with the any merger, acquisition of, or investment in, technologies, solutions or other businessesbusiness combination, provided that the aggregate number three days’ advance notice of shares of Common Stock that the Company may issue or agree such filing is provided to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, Jefferies and provided, further, that all such recipients the aggregate amount of shares of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall execute and deliver not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to youacquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, on or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such issuanceperiod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion; provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up agreement consistent with this Section 3(o)Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Units) Common Shares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or publicly announce the intention options or other awards to do any of the foregoing, other than (i) the issuance of restricted purchase its Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise of options, warrants or settlement convertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants disclosed as outstanding during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding restrictions set forth above in the Prospectus and (iii) issuances Section 3(m), the Company shall be permitted to file a resale registration statement in compliance with existing agreements of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided Company that the aggregate number of require such filing respecting shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% issuable upon conversion of the total number Company’s 12% Convertible Promissory Notes, upon exercise of shares of Common Stock warrants issued in connection therewith and other outstanding immediately following warrants (including the completion of the transaction contemplated by this AgreementUnderwriter’s Warrant (as defined below)) and rights, and providedupon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a in any way affect the Company’s or the Underwriter’s rights under written lock-up agreement consistent agreements. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day 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 (b) 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 restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the executive officers and directors that are holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (iiim) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, furtherearnings release or the occurrence of the material news or material event; provided however, that all such recipients this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of shares the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the The Company will not, not without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly[____________________] offer, sell (including, without limitation, any short sale), offer, or contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transferenter into any transaction which is designed to, or could reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company directly or indirectly, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire other shares of Common Stock or any securities convertible into, or exchangeable or exercisable for or convertible into for, Common Stock; provided, however, that the Company may: (i) issue and sell the Shares pursuant hereto; (ii) issue and sell shares of Common Stock (other than as contemplated by this Agreement with respect pursuant to the Units) any director or publicly announce the intention to do any employee stock option plan, stock ownership plan or dividend reinvestment plan of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are Company in existence on effect at the date hereof and, of the Prospectus Supplement and described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and Supplement; (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of Company may issue shares of Common Stock that issuable upon the conversion of securities or the exercise of warrants or options outstanding at the date of the Prospectus Supplement and described in the Prospectus Supplement and described in the Prospectus Supplement; (iv) the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued for acquisitions, strategic alliances, collaborations, licenses, marketing agreements and outstanding immediately following similar arrangements to persons who agree not to sell, contract or otherwise dispose of or hedge such Common Stock during the completion remainder of the transaction contemplated by this AgreementLock-up Period (as defined below); and (v) the Company may securities pursuant to equipment or lease financing activities entered into in the ordinary course of business to persons who agree not to sell, and provided, further, that all contract or otherwise dispose or hedge such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lockduring the remainder of the Lock-up agreement consistent with this Section 3(o)Period; and (vi) the Company may issue and sell the securities described in the Basic Prospectus pursuant to another supplement to the Basic Prospectus. These restrictions terminate after the close of trading of the Shares on the 60th day after the Closing Date.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Units) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence for a period commencing on the date hereof and, described and continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing sentence shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the Disclosure PackageOffering, (ii) issuances the transfer of any or all of the shares of Common Stock upon owned by any Selling Stockholder, either during his lifetime or on death, by gift, will or intestate succession to the exercise immediate family of such Selling Stockholder or settlement to a trust the beneficiaries of options which are exclusively the Selling Stockholder and/or a member or warrants disclosed as outstanding in the Prospectus and members of his immediate family, (iii) issuances the transfer of securities any or all of the shares of Common Stock to any direct or indirect affiliates of the Selling Stockholder (as defined in Rule 405 under the Securities Act) or (iv) if the Selling Stockholder is a corporation, partnership or other business entity, (a) in connection with the acquisition ofmerger, or investment in, technologies, solutions sale or other businessesbona fide transfer in a single transaction of all or substantially all of such Selling Stockholder’s assets not undertaken for the purposes of avoiding restrictions imposed hereby or (b) as part of a distribution without consideration from such Selling Stockholder to its equity holders on a pro rata basis; provided, provided however, that in the aggregate number case of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (ii), (iii) and (iv), it shall be a condition precedent to such transfer that the transferee executes and delivers to Banc of America Securities LLC and Credit Suisse First Boston LLC an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such Common Stock except in accordance with this Section. This Section 3(B)(a) (including, without limitation, the foregoing two sentences) is not intended to, and shall not exceed 5.0% be deemed to, apply to any exercise of warrants or options or to any sale of securities to the Underwriters, in each case as contemplated in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the total number of shares of Common Stock issued and outstanding immediately following 90-day restricted period the completion Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the transaction contemplated 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement, and provided, further, that all such recipients Section 3(B)(a) shall continue to apply until the expiration of shares the 18-day period beginning on the issuance of Common Stock shall execute and deliver to you, on the earnings release or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or publicly announce the intention options to do any of the foregoing, other than (i) the issuance of restricted purchase its Common Stock, restricted or Common Stock upon exercise of options, pursuant to any stock units option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options to acquire Common Stock pursuant to during such 180 day period without the Company’s employee benefit plansprior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, qualified stock option plans or other equity incentive plans as such plans are in existence during the period commencing on the date hereof andand ending on the 180th day following the date of the Prospectus, described the Company shall not consent or agree in any manner, without the Disclosure Packageprior written consent of BAS (which consent may be withheld at the sole discretion of BAS), (iito the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) issuances under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock upon the exercise or settlement of Stock, options or warrants disclosed as outstanding in to acquire shares of the Prospectus and (iii) issuances of Common Stock or securities in connection with the acquisition of, exchangeable or investment in, technologies, solutions exercisable for or other businesses, provided that the aggregate number of convertible into shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction other than as contemplated by this Agreement, and provided, further, that all such recipients of shares of Agreement with respect to the Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(oShares).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Final Offering Memorandum, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to or the UnitsRegistration Rights Agreement and the Company’s issuance of Common Stock (A) or publicly announce upon the intention to do any conversion of the foregoingNotes or the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (B) upon the grant or exercise of options issued under, or the issuance and sale of shares pursuant to, any existing stock option, stock bonus or other than stock plan or arrangement; or (C) as required by the terms of any earn-out provision contained in any agreement existing on the date hereof to which the Company is a party. If (i) the issuance Company issues an earnings release of restricted Common Stockmaterial news, restricted stock units or options to acquire Common Stock pursuant a material event relating to the Company’s employee benefit plansCompany occurs, qualified stock option plans during the last 17 days of the lock-up period, or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon prior to the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% expiration of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this agreement consistent with this Section 3(o)shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on and including of 90 days after the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will notnot (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, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for 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, 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 Placement Agent Representative, other than (A) the Offered Shares to be sold hereunder, (B) shares or options to purchase its Common Stock issued pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in the Prospectus, (C) Common Stock upon the exercise of such options described in clause (B), but in the case of Lock-Up Participants only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the Lock-up Period without the prior written consent of JMP (which consent may be withheld at the Placement Agent’s in its sole discretion), directly ) or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(hD) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to upon the Units) or publicly announce the intention to do any conversion of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Series A-1 Preferred Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence outstanding on the date hereof andor the exercise of any warrants outstanding on the date hereof, described but in the Disclosure Packagecase of Lock-Up Participants only if the holders of such shares agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the Lock-up Period without the prior written consent of JMP (iiwhich consent may be withheld in its sole discretion). Notwithstanding the foregoing, if (1) issuances during the last 17 days of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of90-day restricted period, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs; or (2) prior to this clause (iii) shall not exceed 5.0% the expiration of the total number of shares of Common Stock issued and outstanding immediately following 90-day restricted period, the completion Company announces that it will release earnings results during the 16-day period beginning on the last day of the transaction contemplated 90-day period, the restrictions imposed by this Agreement, and provided, further, that all such recipients Agreement shall continue to apply until the expiration of shares the 18-day period beginning on the issuance of Common Stock shall execute and deliver to you, on the earnings release or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (Other than as the same may be extended as described belowcontemplated by this Agreement, the “Lock-up Period”), the Company such Selling Stockholder will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect to the Units) such Selling Stockholder, or publicly announce the such Selling Stockholder’s intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence for a period commencing on the date hereof andand continuing through the close of trading on the date 21 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, described (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder’s immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that in each case of a transfer pursuant to clauses (A) — (D), or an exercise of any option pursuant to clause (E), of this sentence, the transferee (or the Selling Stockholder as the optionee in the Disclosure Package, (ii) issuances case of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iiiE)) shall not exceed 5.0% of have agreed to be bound by the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, restrictions on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)transfer described herein.

Agreement Not to Offer or Sell Additional Securities. During For a period of 90 days after the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will notnot (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or any other Company securities, or sell or grant options, rights or warrants with respect to any such shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other securities (other than the grant of options pursuant to option plans existing on the date hereof), (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Common Stock or other securities, whether any such transaction described in in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Placement Agent Representative. The foregoing restriction shall not apply to (which consent may a) the Offered Shares to be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell sold hereunder; (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(hb) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock or convertible into other securities required to be issued pursuant to contractual obligations of the Company in effect as of the date of this Agreement; or (c) shares of Common Stock (other than or any securities convertible into or exercisable or exchangeable for Common Stock issued pursuant to employee benefit or purchase plans in effect as contemplated by of the date of this Agreement with respect or pursuant to the Units) bona fide employee benefit or publicly announce the intention to do any of purchase plans established during this period. Notwithstanding the foregoing, other than if (i1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of restricted Common Stock, restricted stock units the earnings release or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% occurrence of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the The Company will not, without the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc., for a period of 90 days following the Placement Agent date that the Registration Statement is declared effective (which consent may the "Lock-Up Period") offer, sell, contract to sell, or otherwise dispose of or enter into any transaction that is designed to, or could be withheld at expected to, result in the Placement Agent’s sole discretiondisposition during such 90-day period, (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, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering ofoffering, of any other Common Shares or any securities convertible into, or file any registration statement under exchangeable for, Common Shares; provided, -------- however, that the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than Company may (i) issue and sell the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock Shares pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Packagethis ------- Agreement, (ii) issuances issue and sell Common Shares or other securities pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of Common Stock upon the exercise or settlement Company in effect at the date of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition ofor pursuant to options, or investment in, technologies, solutions warrants or other businessesagreements entered into after the date of the Prospectus (so long as no Common Shares issued to executive officers, provided that the aggregate number directors or holders of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0more than 1% of the total number of shares outstanding Common Shares pursuant to such options, warrants or other agreements may be transferred in violation of the lock-up agreements to which such person(s) are a party), and the Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Stock Shares and (iii) the Company may issue Common Shares or other securities convertible into, or exercisable or exchangeable for, Common Shares in an amount up to five percent of the issued and outstanding immediately following the completion share capital of the transaction contemplated Company as consideration for the acquisition by this Agreement, and the Company of an entity or all or some of the assets of another entity; provided, furtherhowever, that (A) any recipient of Common Shares issued pursuant to subsection (ii) who as a result of such issuance becomes a beneficial owner of one percent or more of the outstanding share capital of the Company and (B) all such recipients of shares of Common Stock shall Shares issued pursuant to subsection (iii) execute and deliver to youFleetBoston Xxxxxxxxx Xxxxxxxx Inc. a Lock-Up Agreement substantially in the form attached hereto as Exhibit A, on or prior to such issuance, a lockwhich term --------- shall be for the remainder of the Lock-up agreement consistent with this Section 3(o)Up Period.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Up Period”), the Company will not, without the prior written consent of the Placement Agent Xxxxxxxxxx (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act under applicable securities laws in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue shares of Common StockStock upon exercise of options, restricted stock units or options to acquire Common Stock similar equity securities, pursuant to the Company’s employee benefit plansany options, qualified stock option plans share bonus or other equity share plan or arrangement pursuant to an incentive plans as such plans are plan in existence effect on the date hereof and, and described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; (iiC) issuances file a registration statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or settlement warrant or upon the conversion of options or warrants disclosed as a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iiiE) issuances issue any shares of capital stock of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in connection with an acquisition, merger or similar strategic transaction approved by a majority of the acquisition of, or investment in, technologies, solutions or other businessesdisinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the aggregate number filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (F) issue the Underwriter Warrants and the shares of Common Stock that issuable upon the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% exercise of such Underwriter Warrants. For purposes of the total number of shares of foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreementor any securities exchangeable or exercisable for or convertible into Common Stock, and providedor to acquire other securities or rights ultimately exchangeable or exercisable for, furtheror convertible into, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company i) The Selling Shareholder will not, without the prior written consent of the Placement Agent JMP (which consent may be withheld at the Placement Agent’s in its sole discretion), except for the portion of the Common Stock owned by the undersigned subject to the Offering pursuant to the underwriting arrangements, and except for a distribution of 45,269 shares to be distributed to a former limited partner of the Selling Shareholder on or about December 31, 2005 (the “Withdrawing Partner Distribution”), directly or indirectly, sell sell, offer to sell, contract to sell, or grant any option for the sale of (including, including without limitation, any limitation short sale), offer, contract or grant any option to sellsecurity interest in, pledge, transfer hypothecate, hedge, transfer, or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, otherwise dispose of or enter into any transaction which is designed to, or could 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), or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or Securities (as defined in Exhibit E (the “Form of Selling Shareholder Lock-up Agreement”) attached hereto) or any security or securities exchangeable that relates to or exercisable for or convertible into shares derives any significant part of its value from Common Stock or Securities currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect to the Units) undersigned (collectively, a “Disposition”), or publicly announce the undersigned’s intention to do any of the foregoing, other than (i) during the issuance Lock-up Period. Furthermore, the Selling Shareholder also agrees and consents to the entry of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to stop transfer instructions with the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are transfer agent against the transfer of the Securities held by the Selling Shareholder except in existence on the date hereof and, described in the Disclosure Package, compliance with this restriction. (ii) issuances The General Partner will not, without the prior written consent of Common Stock upon JMP (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the exercise sale (including without limitation any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or settlement otherwise dispose of options or warrants disclosed as outstanding enter into any transaction which is designed to, or could be expected to, result in the Prospectus and disposition (iii) issuances whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of securities the Company or any person in connection privity with the acquisition of, Company or investment in, technologies, solutions or other businesses, provided that any affiliate of the aggregate number Company) of any shares of Common Stock that or any Securities (as defined in Exhibit C (the Company may issue “Form of Lock-up Agreement”) attached hereto) currently or agree hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to issue pursuant do any of the foregoing, during the Lock-Up Period. Furthermore, the General Partner also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the Securities held by the General Partner except in compliance with this clause restriction. (iii) shall not exceed 5.0% The foregoing restrictions have been expressly agreed to preclude each of the total number Selling Shareholder and the General Partner from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares Securities during the Lock-up Period, even if such Securities would be disposed of Common Stock issued and outstanding immediately following by someone other than the completion Selling Shareholder or the General Partner. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to, or derives any significant part of its value from Securities. (iv) In the event that, prior to the expiration of the transaction contemplated by this AgreementLock-up Period, and provided, further, that all such recipients there is a distribution or a series of shares of Common Stock shall execute and deliver to you, on or prior to such issuancedistributions (collectively, a “Partnership Distribution”), by the Selling Shareholder to any of its Partners of Securities (as defined in Exhibit E (the “Form of Selling Shareholder Lock-up Agreement”) attached hereto), other than the Withdrawing Partner Distribution, each of the Selling Shareholder and General Partner agrees that such Securities shall remain subject to the lock-up agreement consistent provisions set forth in this Section 3(B)(a) as held, directly or indirectly, by each Partner of the Selling Shareholder and that the Selling Shareholder and General Partner shall take all necessary and proper actions to enforce the terms set forth in this Section 3(B)(a) upon a Partnership Distribution to ensure that each of the Partners of the Selling Shareholder shall be bound by the terms of this Section 3(B)(a). Upon a Partnership Distribution, the Lock-up Period shall apply to the Securities as held by the Partners of the Selling Shareholder on a pro rata basis. Furthermore, upon a Partnership Distribution, the Selling Shareholder also agrees and consents to, and shall ensure, the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the Securities held, directly or indirectly, by the Partners of the Selling Shareholder as a result of a Partnership Distribution except in compliance with this Section 3(o)restriction.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date The Company will not, will cause each of the Registration Statement Subsidiaries not to, and will cause each of their directors, officers and beneficial owners of greater than five percent (as 5%) of their respective capital stock to enter into agreements (the same may be extended as described below, the “"Lock-up Period”), Up Agreements") substantially in the Company form of Exhibit B to the effect that each of them will not, without the prior written consent of the Placement Agent Stifxx, Xxxxxxxx & Xompany, Incorporated (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of Stifxx, Xxxxxxxx & Xompany, Incorporated), during the period of 180 days following the date of the Prospectus, directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, optionsShares, rights Warrants or Units, options or warrants to acquire shares of the Common Stock Stock, Shares, Warrants or Units or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, Shares, Warrants or Units (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, Units and other than (i) the issuance of restricted Common Stock, restricted stock units or options a registration statement on Form S-8 with respect to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified any stock option plans plan, stock bonus or other equity incentive plans as such plans are in existence on the date hereof and, stock plan or arrangement described in the Disclosure PackageProspectus); provided, (ii) issuances of Common Stock upon the exercise however, that pursuant to any stock option, stock bonus or settlement of options other stock plan or warrants disclosed as outstanding arrangement described in the Prospectus and (iii) issuances of securities in connection with the acquisition ofProspectus, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of its Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreementor options to purchase its Common Stock, and provided, further, that all such recipients of shares of or Common Stock shall execute and deliver upon exercise of options, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to yousell, on offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior to such issuance, a lock-up agreement consistent with this Section 3(o).written consent of Stifel,

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 60th day following the effective date of the Registration Statement (as the same may be extended as described belowFinal Offering Memorandum, the “Lock-up Period”), none of the Company will notor any of the Guarantors will, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingNotes); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue pursuant to this clause purchase its Common Stock, or Common Stock (i) upon conversion of the Company’s 5.75% Convertible Notes due 2013, (ii) upon exercise of warrants that were issued concurrently with the Company’s 5.75% Convertible Notes due 2013 or (iii) shall upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure Package and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not exceed 5.0% to sell, offer, dispose of the total number of or otherwise transfer any such shares or options (except forfeitures of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of or options to purchase Common Stock shall execute by the directors and deliver executive officers subject to you, on or prior to such issuance, a the lock-up agreement consistent attached as Exhibit F hereto to satisfy tax withholding obligations and, in the case of options exercises, payment of exercise price, in connection with the vesting of equity awards acquired by directors and executive officers pursuant to equity incentive plans existing and as in effect on the date of this Section 3(oAgreement will be permitted, provided that the number of shares sold for consideration on the open market or to any third party by all of the executive officers and directors of the Company who are subject to the lock-up agreement does not in the aggregate exceed 200,000 shares of Common Stock) during such 60-day period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of Company may file a registration statement on Form S-8 covering the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances may issue shares of securities in connection with the acquisition ofits Common Stock or options to purchase its Common Stock, or investment inCommon Stock upon exercise of options, technologiespursuant to any stock option, solutions stock bonus or other businessesstock plan or arrangement described in the Prospectus, provided that but only if the aggregate number holders of such shares, options, or shares issued upon exercise of Common Stock that such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company may issue issues an earnings release or agree material news or a material event relating to issue the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause 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 Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to this clause (iiithe lockup letters described in Section 6(i) shall not exceed 5.0% with prior notice of any such announcement that gives rise to an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of one hundred twenty (120) days following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent JMP (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly, sell sell, offer to sell, contract to sell, or grant any option for the sale (including, including without limitation, limitation any short sale), offer, contract or grant any option to sellsecurity in, pledge, transfer or hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, otherwise dispose of or enter into any transaction which is designed to, or could 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), or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common StockStock of the Company or securities convertible into, optionsexchangeable, rights or warrants to acquire shares of exercisable for Common Stock or any securities exchangeable that relates to or exercisable for or convertible into shares derives any significant part of Common Stock its value from the Securities (other than as contemplated by this Agreement with respect to defined in Exhibit D (the Units“Form of Company Lock-up Agreement”) or publicly announce attached hereto); provided, however, that the intention to do any of the foregoing, other than Company may issue (i) the issuance of restricted Common Stock, restricted stock units or options to acquire purchase its Common Stock pursuant to the Company’s employee benefit plans, qualified any stock option plans plan, stock bonus, or other equity incentive plans as such plans are in existence on stock plan or arrangement approved by the date hereof and, Board of Directors of the Company and described in the Disclosure PackageProspectus, or (ii) issuances of Common Stock upon the exercise or settlement of such options or warrants disclosed as outstanding described in clause (i). Furthermore, in the Prospectus and event of a Partnership Distribution (iii) issuances of securities as defined in connection with the acquisition ofSection 3(B)(a)(iv)), or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shall take all reasonably necessary and proper actions to effectuate the agreements set forth in Section 3(B)(a) (“Agreement Not to Offer or agree to issue pursuant to this clause (iiiSell Additional Securities”) shall not exceed 5.0% herein and ensure that each of the total number of shares of Common Stock issued and outstanding immediately following the completion Partners of the transaction contemplated by this AgreementSelling Shareholder are bound by, and provided, further, that all such recipients the Securities (as defined in Exhibit D (the “Form of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lockCompany Lock-up agreement consistent with this Agreement”) attached hereto) as held, directly or indirectly, by each of the Partners of the Selling Shareholder upon a Partnership Distribution remain subject to, the terms set forth in Section 3(o)3(B)(a) (“Agreement Not to Offer or Sell Additional Securities”) herein.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company shall not issue any new shares of Common Stock, and each of the Company and Xxxxxx Industries will not, without the prior written consent of the Placement Agent each of Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated, respectively), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for Act (other than the filing of a registration statement on Form S-8 relating for the registration of shares of Common Stock pursuant to the Company’s employee benefit plans, plans described in the Prospectus) in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock; provided, however, that: (other than as contemplated by this Agreement with respect to the Units1) or publicly announce the intention to do any Xxxxxx Industries may convert shares of the foregoing, other than (i) the issuance of restricted Company’s Series B Common Stock, restricted stock units or options to acquire par value $.01 per share, into shares of Common Stock pursuant to Stock; (2) the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances Company may issue shares of its Common Stock upon the exercise of options, warrants or settlement similar securities outstanding as of options or warrants disclosed as outstanding the date hereof and described in the Prospectus and (iii) issuances or upon the conversion of securities outstanding as of the date hereof; (3) the Company may grant shares of its Common Stock or options to purchase shares of its Common Stock pursuant to its benefit plans described in the Prospectus, provided that (i) such options do not vest, in whole or in part, during such 180-day period or (ii) the recipients of such grant agrees to be bound by the restrictions described in this Section 3(m); (4) the Company may offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or investment inmerger with, technologies, solutions or other businessesanother company, provided that the aggregate number recipients of such common stock agrees to be bound by the restrictions described in this paragraph for the remainder of such 180-day period; (5) the Company may acquire shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following in open market transactions after the completion of the transaction offering of Shares contemplated by this AgreementAgreement and reissue such acquired shares to its employees pursuant to its 2006 Employee Stock Purchase Plan described in the Prospectus, and providedprovided that, furtherin each case described in clauses (1) through (3) above, that all such recipients of shares of Common Stock it shall execute and deliver be a pre-condition to you, on or prior to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement consistent to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit C shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Section 3(o)Agreement or (ii) transactions by any person other than the Company or Xxxxxx Industries relating to shares of Common Stock acquired in open market transactions after the completion of the offering of Shares contemplated by this Agreement.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (the “Standstill Period”), as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Xxxxxxxxxx (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act under applicable securities laws in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue shares of Common StockStock upon exercise of options, restricted stock units or options similar equity securities to acquire Common Stock employees, officers or directors of the Company, pursuant to the Company’s employee benefit plansany options, qualified stock option plans share bonus or other equity share plan or arrangement pursuant to an incentive plans as such plans are plan in existence effect on the date hereof and, and described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; (iiC) issuances file a registration statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or settlement warrant or upon the conversion of options or warrants disclosed as a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businessesProspectus, provided that such securities have not been amended since the aggregate date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; and (E) issue any shares of Common Stock that capital stock of the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% securities convertible into shares of capital stock of the total number of shares of Common Stock Company that are issued and outstanding immediately following the completion as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the transaction contemplated by disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within sixty (60) days after the date of this Agreement, and providedprovided that any such issuance shall only be to a person (or to the equity holders of a person) which is, furtheritself or through its Subsidiaries, that all such recipients an operating company or an owner of shares an asset in a business synergistic with the business of Common Stock the Company and shall execute and deliver provide to youthe Company additional benefits in addition to the investment of funds, on but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or prior to such issuance, a lock-up agreement consistent with this Section 3(o).an entity whose primary business is investing in securities. For purposes of the

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 45 days (“Lock-Up Period”) following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockShares, options, rights options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted grant Common Stock, restricted stock units Share awards or grant options to acquire purchase Common Stock Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Company’s employee benefit plans, qualified stock option equity compensation plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, (ii) issuances of issue Common Shares pursuant to the Company’s Employee Stock upon Purchase Plan as in effect on the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and date hereof, (iii) issuances of securities issue Units in connection with the Company’s or a Subsidiary’s acquisition ofof properties or interests in the owners of properties and issue Common Shares upon redemption of such Units, or investment in(iv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units and issue Common Shares upon redemption of such Units, technologies, solutions or other businesses, provided that and (v) file a registration statement on Form S-8 under the aggregate number of shares Securities Act with respect to the registration of Common Stock that Shares to be issued under the Company’s equity compensation plans described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this clause (iiil) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Piper and BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of Piper and BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsCommon Shares); provided, however, that the Company may (a) issue shares of its Common Stock or publicly announce options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described in the intention to do any of the foregoingProspectus, other than but only if (i) the issuance holders of restricted Common Stocksuch warrants, restricted stock units shares, options, or shares issued upon exercise of such warrants or options to acquire Common Stock pursuant to have executed a lock up agreement in the Company’s employee benefit plansform of Exhibit E hereto or (ii) such warrants, qualified stock option plans shares, options or other equity incentive plans as shares issued upon exercise of such plans warrants or options are in existence not exercisable by their terms during the period commencing on the date hereof andand ending on the 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3A(l), or (b) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageProspectus, or (iic) issuances issue shares of its Common Stock upon or options to purchase its Common Stock to the exercise or settlement of options or warrants disclosed as outstanding in extent the Prospectus and (iii) issuances of securities Company is required to do so in connection with the acquisition oftransactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or investment in(y) prior to the expiration of the 180-day restricted period, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Units) Common Shares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or publicly announce the intention options or other awards to do any of the foregoing, other than (i) the issuance of restricted purchase its Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise of options, warrants or settlement convertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants disclosed as outstanding during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding restrictions set forth above in the Prospectus and (iii) issuances Section 3(m), the Company shall be permitted to file a resale registration statement in compliance with existing agreements of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided Company that the aggregate number of require such filing respecting shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% issuable upon conversion of the total number Company’s 12% Convertible Promissory Notes, upon exercise of shares of Common Stock warrants issued in connection therewith and other outstanding immediately following warrants (including the completion of the transaction contemplated by this AgreementUnderwriter’s Warrant (as defined below)), and providedupon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a in any way affect the Company’s or the Underwriter’s rights under written lock-up agreement consistent agreements. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day 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 (b) 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 restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During For a period of 180 days from the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, sell, assign, transfer, pledge, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, Act or otherwise transfer or dispose of any shares of Common Stock or transfersecurities convertible into or exercisable or exchangeable for shares of Common Stock, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to Stock, without the Units) or publicly announce the intention to do any prior written consent of the foregoingMCF, other than the sale of the Firm Shares hereunder. Notwithstanding anything in the preceding sentence to the contrary, the Company may: (i1) the issuance file a registration statement on Form S-8 and issue shares of restricted Common Stock, restricted stock units Stock or options to acquire purchase Common Stock pursuant to the Company’s employee benefit plansunder any stock option, qualified stock option plans bonus or other equity incentive plans as such plans are in existence stock plan or arrangement existing on the date hereof and, or described in the Disclosure PackageProspectus, but only if the holders of such shares, options or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of MCF; and (ii2) issuances issue shares of Common Stock upon the exercise (or settlement securities convertible into or exercisable or exchange for shares of options Common Stock) in connection with a strategic partnership, joint venture, collaboration, lending or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities similar arrangement, or in connection with the acquisition ofor license by the Company of any business, products or investment in, technologies, solutions or other businesses, provided that (A) such shares or shares into which the aggregate number securities are convertible into or exercisable or exchangeable for (and treating these securities as if converted into or exercised or exchanged for shares of Common Stock) do not exceed 5% of the shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion sale of the transaction contemplated by this AgreementFirm Shares, and provided(B) the transferee shall furnish to the Representatives, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to any such issuancetransfer, a lock-up agreement consistent with this Section 3(o)letter, substantially in the form of Exhibit A hereto. The Company will cause each officer, director and stockholder listed in Schedule III hereto to furnish to the Representatives, prior to the First Closing Date, a letter, substantially in the form of Exhibit A hereto.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Final Offering Memorandum, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockStock (other than with respect to the exercise of options outstanding prior to the date hereof), options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingDebentures); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or shares of its Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure Package or the Final Offering Memorandum, provided, however, that to the extent such shares, options or shares issued upon exercise of such options are issued to a director or executive officer of the Company, such director or executive officer agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and provided, further, that all such recipients of shares of Common Stock shall execute and deliver each individual subject to you, on or prior the restricted period pursuant to such issuance, a the lock-up agreement consistent letters described in Section 5(h) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if a sale, offer, disposal of or other transfer by the recipient of any such shares, options, or shares received upon exercise of such options, would not require a filing or public announcement by any party under the Exchange Act in connection with such transfer or distribution. In addition, during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), to the amendment or waiver of any agreement or provision, including, without limitation, any short sale)Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any an registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of Common Shares). Notwithstanding the foregoing, other than if (ix) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Underwriter and each individual subject to the restricted Common Stock, restricted stock units or options to acquire Common Stock period pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, lockup letters described in the Disclosure Package, (iiSection 6(i) issuances with prior notice of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided any such announcement that the aggregate number of shares of Common Stock that the Company may issue or agree gives rise to issue pursuant to this clause (iii) shall not exceed 5.0% an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company and its subsidiaries will not, without the prior written consent of the Placement Agent (which consent may be withheld at Representatives and the Placement Agent’s sole discretion)Borrowers, directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any (A) debt securities convertible into Common Stock, (B) shares of Common Stock, options, rights (C) options or warrants to acquire shares of the Common Stock or (D) securities exchangeable or exercisable for or convertible into debt securities convertible into Common Stock or shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares and the intention transactions pursuant to do any of the foregoingShare Lending Agreement); provided, other than however, that the Company may (i) the issuance file a registration statement on Form S-8, (ii) issue shares of restricted Common Stock, restricted stock units or options to acquire its Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageShare Lending Agreements, (iiiii) issuances enter into and consummate the Hedge Transactions, (iii) issue shares of its Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding described in the Prospectus and (iiiiv) issuances issue shares of securities its Common Stock or options to purchase its Common Stock upon exercise of options, in connection with each case pursuant to any stock option, stock bonus or other stock plan or arrangement currently in effect described in the acquisition ofProspectus, but only if the holders of such shares, options, or investment inshares issued upon exercise of such options or warrants, technologiesagree in writing not to sell, solutions offer, dispose of or other businessesotherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives and the Borrowers (which consent may be withheld at the sole discretion of the Representatives and the Borrowers), provided that subject to the aggregate number exceptions contained in the Lock-Up Agreement (as defined below). Notwithstanding the foregoing, if (x) during the last 17 days of shares of Common Stock that the 90-day restricted period, the Company may issue issues an earnings release, or agree (y) prior to issue the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release. The Company will provide the Representatives and the Borrowers and any co-managers and each individual subject to the restricted period pursuant to this clause (iiithe lockup letters described in Section 5(j) shall not exceed 5.0% with prior notice of any such announcement that gives rise to an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 120th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of the Placement Agent Representatives; provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, including the options to be granted to FRIT PINN LLC and Xxxxxxxxx Capital Partners L.P. and affiliated investment funds, or affiliates of such entities, and the Common Stock to be granted to certain directors as described therein, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing with the Representatives, in an agreement in the form to be agreed, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 120 day period without the prior written consent of the Representatives (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within discretion of the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities ActRepresentatives, except for a registration statement on Form S-8 relating those holders who are former employees of the Company or its subsidiaries); and provided further that the Company may issue Common Stock upon exercise of outstanding options or warrants, including the options to be granted to FRIT PINN LLC and Xxxxxxxxx Capital Partners L.P. and affiliated investment funds, or affiliates of such entities; and provided further that the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire Company may issue shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of options to purchase its Common Stock (other than as contemplated by this Agreement with respect to the Units) in mergers or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, acquisitions provided that the aggregate number recipient of such shares or options agrees in writing with the Representatives, in an agreement in the form to be agreed, not to sell, offer, dispose of Common Stock or otherwise transfer any such shares or options during such 120 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). The 120-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 120-day restricted period, the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs or (2) prior to this clause (iii) shall not exceed 5.0% the expiration of the total number of shares of Common Stock issued and outstanding immediately following 120-day restricted period, the completion Company announces that it will release earnings results during the 16-day period beginning on the last day of the transaction contemplated by this Agreement120-day period, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a the "lock-up agreement consistent with this Section 3(o)up" restrictions described above will continue to apply until the expiration of the 18-day period beginning on the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Final Offering Memorandum, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingStock; provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to this clause (iii) shall any stock option, stock bonus or other stock plan or arrangement described in the Disclosure Package and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not exceed 5.0% to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the total number of shares of Common Stock issued and outstanding immediately following Representatives (which consent may be withheld at the completion sole discretion of the transaction contemplated by this AgreementRepresentatives), and provided, further, that all such recipients the foregoing shall not apply to (i) the sale of shares the Notes under this Agreement or the issuance of Common Stock shall execute the Conversion Shares, (ii) the entry into the transactions contemplated by the Convertible Note Hedge and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Warrant Transaction Documentation and (iii) the filing of the Registration Statement.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up "Restricted Period”"), the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, stock purchase or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the period that is 30 days from the date of this clause Agreement (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver or 90 days with respect to you, on persons or prior to such issuance, entities which have executed a lock-up agreement consistent with in the form attached as Exhibit C) without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS); provided, however, that stock options issued pursuant to one of the foregoing plans and which are issued during the Restricted Period but are not exercisable during the Restricted Period, shall not be subject to this Section 3(o3(m).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement Prospectus, (as the same may be extended as described below, the “Lock-up Period”), ) the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsOffered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other than (i) the issuance of restricted awards to purchase its Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise of options, warrants or settlement convertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants disclosed as outstanding in during such Lock-up Period without the Prospectus prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and (iii) issuances ends on the last day of securities in connection with the acquisition ofLock-up Period, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue issues an earnings release or agree material news or a material event relating to issue the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent agreements described in Section 3(B)(a) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 60 days (“Lock-Up Period”) following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), i) offer, pledge, sell, contract or to sell, grant any option to sell, pledgesell any option or contract to purchase, transfer purchase any option or contract to sell, grant any option, right or warrant to purchase or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, any Preferred Shares or announce any preferred shares ranking on par with or senior to the offering ofPreferred Shares, including the 2011 Preferred Shares, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares of Common Stock ranking on par with or senior to the Preferred Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageShares), (ii) issuances enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of Common Stock upon ownership of the exercise Preferred Shares or settlement such parity or senior preferred shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Shares, such parity or senior preferred shares, in cash or otherwise, or (iii) announce the offering of, or file or cause to be filed any registration statement under the Securities Act with respect to, any Preferred Shares or any preferred shares ranking on par with or senior to the Preferred Shares or any options or warrants disclosed as outstanding in to acquire Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Prospectus and Preferred Shares. The foregoing sentence shall not apply to the Shares to be sold hereunder. Notwithstanding the foregoing, if (iii1) issuances during the last 17 days of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that Lock-Up Period the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this clause (iiil) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 60 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockShares, options, rights options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted grant Common Stock, restricted stock units Share awards or grant options to acquire purchase Common Stock Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Company’s employee benefit plans, qualified stock option equity compensation plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 60 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), (ii) issuances of issue Common Shares pursuant to the Company’s Employee Stock upon Purchase Plan as in effect on the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and date hereof, (iii) issuances of securities issue Units in connection with the Company’s or a Subsidiary’s acquisition ofof properties or interests in the owners of properties and issue Common Shares upon redemption of such Units, or investment in(iv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, technologies, solutions or other businesses, provided that and (v) file a registration statement on Form S-8 under the aggregate number of shares Securities Act with respect to the registration of Common Stock that Shares to be issued under the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of Equity Compensation Plans described in the total number of shares of Common Stock issued Registration Statement, the General Disclosure Package and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies (which consent may be withheld at the Placement Agent’s in its sole discretion): (i) sell, offer to sell, contract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below), directly or indirectly, sell ; (including, without limitation, ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (vii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of restricted the Conversion Shares upon conversion of the Securities), (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue Common Stock or options to purchase Common Stock, restricted stock units or issue Common Stock upon exercise of any options to acquire purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (D) issue Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence terms of any securities of the Company outstanding on the date hereof andand any indentures governing such securities, (E) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus or the Prospectus, and (iiF) issuances of file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock upon the exercise or settlement any other of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of our equity securities issuable in connection with the any merger, acquisition of, or investment in, technologies, solutions or other businessesbusiness combination, provided that the aggregate number three days’ advance notice of shares of Common Stock that the Company may issue or agree such filing is provided to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, Jefferies and provided, further, that all such recipients the aggregate amount of shares of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall execute and deliver not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to youacquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, on or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such issuanceperiod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up agreement consistent with this Section 3(o)Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up "Restricted Period”"), the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, stock purchase or other stock plan or arrangement described in the Prospectus, but only if the Company does not permit the holders of such shares, options, or shares issued upon exercise of such options to sell, offer, dispose of or otherwise transfer any such shares or options during the period that is 30 days from the date of this clause Agreement (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver or 90 days with respect to you, on persons or prior to such issuance, entities which have executed a lock-up agreement consistent with in the form attached as Exhibit C) without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS); provided, however, that stock options issued pursuant to one of the foregoing plans and which are issued during the Restricted Period but are not exercisable during the Restricted Period, shall not be subject to this Section 3(o3(m).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 30th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of the Placement Agent Representatives; provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus; and provided further that the Company may issue Common Stock upon exercise of outstanding options or warrants; and provided further that the Company may issue shares of Common Stock or options to purchase its Common Stock in mergers or acquisitions provided that the recipient of such shares or options agrees in writing with the Representatives, in an agreement in the form of Exhibit A hereto, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 30-day period without the prior written consent of the Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within ; and provided further that the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire Company may issue shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of options to purchase its Common Stock (other than as contemplated required by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) Investment Agreement, dated as of February 14, 2005, by and among the issuance Company, Fortress Investment Fund II LLC, Abrams Capital Partners II, L.P., Abrams Capital Partners I, L.P. Whxxxxxxst Partners, L.P., Abrams Caxxxxx International, LTD, Riva Capital Partners, L.P., Greexxxxx Capital Partners, L.P., Greenhill Capital Partners (Cayman), X.X., Greenhill Capital Partnerx (Xxxxxxives), L.P., Greenhill Capital, L.X., xxx Xreenhill Capital Partners (Employees) II, L.P. and (ii) the Option Xxxxxxxxx, by and among the Company, Fortress Investment Fund II LLC, Abrams Capital Partners II, L.P., Abrams Capital Partners I, L.P., Wxxxxxxest Partners, L.P., Abrams Cxxxxxx International, LTD, Riva Capital Partners, L.P., Greexxxxx Capital Partners, L.P., Greenhill Capital Partners (Cayman), X.X., Greenhill Capital Partnerx (Xxxxxxives), L.P., Greenhill Capital, L.X., xxx Xreenhill Capital Partners (Employees) II, L.P. (the form of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant which ix xxxxx xs Exhibit 10.3 to the Company’s employee benefit plans's Current Report on Form 8-K filed on February 17, qualified stock option plans 2005). The 30-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 30-day restricted period, the Company issues an earnings release or other equity incentive plans as such plans are in existence material news or a material event relating to the Company occurs or (2) prior to the expiration of the 30-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% last day of the total number of shares of Common Stock issued and outstanding immediately following 30-day period, the completion "lock-up" restrictions described above will continue to apply until the expiration of the transaction contemplated by this Agreement, and provided, further, that all such recipients 18-day period beginning on the earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During a period of 60 days from the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Final Offering Memorandum, the Company will not, without the prior written consent of the Placement Agent Xxxxxxx Xxxxx, (which consent may be withheld at the Placement Agent’s sole discretion), i) directly or indirectly, sell (including, without limitation, any short sale), offer, pledge, sell, contract or grant any option to sell, pledgesell 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 establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating Act with respect to any of the Company’s employee benefit plansforegoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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 (A) the Securities to be sold hereunder, (B) any shares of Common StockStock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Pricing Disclosure Package and the Final Offering Memorandum, options, rights or warrants to acquire (C) any shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units issued or options to acquire purchase Common Stock granted pursuant to employee benefit plans of the Company approved by the Board of Directors of the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (iiD) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Pricing Disclosure Package and outstanding immediately following the completion of the transaction contemplated by this AgreementFinal Offering Memorandum, and provided, further, that all such recipients of or (E) any shares of Common Stock shall execute and deliver issued in mergers, acquisitions or other business combinations. 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 you, on the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such issuanceextension. The Representative on behalf of the several Initial Purchasers, a lock-up agreement consistent with this Section 3(o)may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies (which consent may be withheld at the Placement Agent’s in its sole discretion): (i) sell, offer to sell, contract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below), directly or indirectly, sell ; (including, without limitation, ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (vii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of restricted the Conversion Shares upon conversion of the Securities), (B) issue Common Stock or options to purchase Common Stock, restricted stock units or issue Common Stock upon exercise of any options to acquire purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (C) issue Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence terms of any securities of the Company outstanding on the date hereof andand any indentures governing such securities, (D) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageRegistration Statement, (ii) issuances the Time of Common Stock upon the exercise Sale Prospectus or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiE) issuances file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with the any merger, acquisition of, or investment in, technologies, solutions or other businessesbusiness combination, provided that the aggregate number three days’ advance notice of shares of Common Stock that the Company may issue or agree such filing is provided to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, Jefferies and provided, further, that all such recipients the aggregate amount of shares of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall execute and deliver not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to youacquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, on or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such issuanceperiod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up agreement consistent with this Section 3(o)Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Rxxxxxx Jxxxx (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Shares or Related Securities; (iv) in any other way transfer or dispose of any Common Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Shares or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act or prospectus in Canada under applicable securities laws in respect of, of any shares of Common Stock, options, rights Shares or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities and Warrant Shares); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue Common Shares or options to purchase Common Shares or restricted stock units or similar equity securities, or issue Common Shares upon exercise of restricted Common Stockoptions, restricted stock units or options to acquire Common Stock similar equity securities, pursuant to any options, share bonus or other share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Common Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Common Shares; (D) file a registration statement on Form S-8; (E) issue or sell Common Shares or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or distribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (E), such Common Shares shall not in the aggregate exceed 10% of the Company’s employee benefit plansoutstanding Common Shares after giving effect to the sale of the Securities contemplated by this Agreement; (F) issue Common Shares or Related Securities in connection with the settlement of any litigation, qualified stock option plans claims or other equity incentive plans disputes, or in satisfaction of any judgments or other awards, in each case as such plans are described in existence the Registration Statement, the Time of Sale Prospectus and the Prospectus, as agreed to by the Company and Rxxxxxx Jxxxx on the date hereof andhereof; (G) offer, described in the Disclosure Packagegrant, (ii) issuances of issue or sell Common Stock upon the exercise Shares, Related Securities or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of debt securities in connection with the acquisition ofrefinancing or an amendment to the terms of the Company’s outstanding debt to K2 HealthVentures LLC; provided, or investment inhowever, technologiesthat in the case of clause (G), solutions or other businesses, provided that such Common Shares shall not in the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.05% of the total number of shares of Company’s outstanding Common Stock issued and outstanding immediately following Shares after giving effect to the completion sale of the transaction Securities contemplated by this Agreement; (H) issue Common Shares and Related Securities pursuant to the Concurrent Registered Direct Offering; and (I) issue Common Shares and Related Securities under that certain Open Market Sale AgreementSM, dated August 26, 2022, by and providedbetween the Company and Jxxxxxxxx LLC. For purposes of the foregoing, further“Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, that all such recipients of shares of or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Shares.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 120th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Canaccord (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities or, with respect to registration statements filed by the Company with the Commission prior to the date hereof, any amendments to such previously-filed registration statements, provided, however, that no such amendment may increase the amount or number of shares registered on such registration statements); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby, including the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageWarrant Shares, (iiB) issuances of Common Stock upon the exercise file one or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of more registration statements on Form S-8 to register shares of Common Stock that the Company may issue in connection with stock option, stock bonus or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on other stock plan or prior to such issuance, a lock-up agreement consistent with this Section 3(o).arrangement described

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, Act (except for (a) a registration statement on Form S-8 relating to the Company’s employee benefit plans, plans and (b) post-effective amendments to the Company’s existing registration statements as may be necessary to update the prospectus contained therein pursuant to Rule 10(a)(3) under the Securities Act and the Securities Act Regulations and maintain their effectiveness under the Securities Act) in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the UnitsShares) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants or the conversion of convertible securities, in each case, as disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on From and including after the date hereof and ending continuing through the close of trading on and including the 90th day date 180 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company and the Parent will not, without the prior written consent of the Placement Agent NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of NationsBanc Montxxxxxx Xxxurities, Inc.), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to this clause any stock option or stock plan or purchase plan described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of NationsBanc Montxxxxxx Xxxurities, Inc. (iii) shall not exceed 5.0% which consent may be withheld at the sole discretion of the total number of NationsBanc Montxxxxxx Xxxurities, Inc.) and provided that the Parent may pledge shares of Common Stock issued as collateral for corporate borrowings provided that NationsBanc Montxxxxxx Xxxurities, Inc. is given notice of such pledge and outstanding immediately following the completion of lender agrees to be bound by the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with restrictions contained in this Section 3(o)3(j) to the same extent as the Parent.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (Other than as the same may be extended as described belowcontemplated by this Agreement, the “Lock-up Period”), the Company such Selling Stockholder will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect to the Units) such Selling Stockholder, or publicly announce the such Selling Stockholder’s intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence for a period commencing on the date hereof andand continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, described (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder’s immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that in each case of a transfer pursuant to clauses (A) — (D), or an exercise of any option pursuant to clause (E), of this sentence, the transferee (or the Selling Stockholder as the optionee in the Disclosure Package, (ii) issuances case of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iiiE)) shall not exceed 5.0% of have agreed to be bound by the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, restrictions on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)transfer described herein.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 60 days (“Lock-Up Period”) following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), i) offer, pledge, sell, contract or to sell, grant any option to sell, pledgesell any option or contract to purchase, transfer purchase any option or contract to sell, grant any option, right or warrant to purchase or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, any Preferred Shares or announce the offering of, any preferred shares ranking on par with or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating senior to the Company’s employee benefit plans, in respect of, Preferred Shares or any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares of Common Stock ranking on par with or senior to the Preferred Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageShares), (ii) issuances enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of Common Stock upon ownership of the exercise Preferred Shares or settlement such parity or senior preferred shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Shares, such parity or senior preferred shares, in cash or otherwise, or (iii) announce the offering of, or file or cause to be filed any registration statement under the Securities Act with respect to, any Preferred Shares or any preferred shares ranking on par with or senior to the Preferred Shares or any options or warrants disclosed as outstanding in to acquire Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Prospectus and Preferred Shares, except (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant respect to this clause (iii)) for the filing of a “universal” shelf registration statement on Form S-3 and any amendments thereto, provided, that the Company shall otherwise remain subject to the restrictions set forth in this Section 3(l) during the Lock-Up Period with respect to the offer, sale or issuance of any Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares registered thereunder. The foregoing sentence shall not apply to the Shares to be sold hereunder. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this clause (l) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof of this Agreement and ending on and including the 90th 365th day following the effective date of the Registration Statement (as the same may be extended as described belowthereafter, the “Lock-up Period”)Company: (A) will not and will not permit any of its officers and directors, and will use commercially reasonable efforts to not permit any of its stockholders who are subject to the Company will notAmended and Restated Stockholders Agreement, dated as of January 12, 2006, as amended, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement AgentRepresentative’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale)to sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, Act (except for a registration statement on Form S-8 relating to as contemplated by the Company’s employee benefit plans, Prospectus) in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the UnitsUnits and any shares of Common Stock (or options, warrants or convertible securities in respect thereof) issued in connection with a bona fide merger or publicly announce acquisition transaction or strategic partnership approved by the intention Company’s Board of Directors (the “Board”)); provided, however, that the Company may issue shares of its Common Stock or options to do any purchase shares of the foregoing, other than (i) the issuance of restricted its Common Stock, restricted stock units or options to acquire shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, arrangement or contractual obligation that has been approved by the Board and ratified by the Company’s employee benefit plans, qualified stock option plans stockholders; and (B) will not issue any shares of its Common Stock or grant options to purchase shares of its Common Stock or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, stock-based awards pursuant to its 2005 Stock Incentive Plan (ii) other than issuances of Common Stock upon the exercise or settlement of options or warrants disclosed outstanding as outstanding of September 30, 2007 as described in the Prospectus Disclosure Package and (iii) issuances of securities in connection with Prospectus, as the acquisition ofcase may be). In addition, or investment inthe Company will not engage Mirus Capital Advisors, technologies, solutions Inc. to provide any financial advisory or other businesses, provided that the aggregate number of shares of Common Stock that services to the Company may issue or agree to issue pursuant to this clause during the ninety (iii90) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding day period immediately following the completion of date on which the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Registration Statement is declared effective.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)this Agreement, the Company will not, without the prior written consent of the Placement Agent Underwriters (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock; provided, however, that the Company may: (other than as contemplated by this Agreement with respect to the Units1) or publicly announce the intention to do any issue shares of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of its Common Stock upon the exercise of options, warrants or settlement similar securities outstanding as of options or warrants disclosed as outstanding the date hereof and described in the Time of Sale Prospectus and (iii) issuances or upon the conversion of securities outstanding as of the date hereof; (2) grant options to purchase shares of its Common Stock pursuant to its benefit plans described in the Time of Sale Prospectus, provided that (i) such options do not vest, in whole or in part, during such 90-day period or (ii) the recipients of such grant agrees to be bound by the restrictions described in this Section 3(k); (3) offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or investment inmerger with, technologies, solutions or other businesses, provided that another company; (4) the aggregate number issuance of shares of its Common Stock that upon conversion of its Notes; (5) the Company may issue filing of a registration statement under the Securities Act or agree an amendment to issue pursuant a registration statement under the Securities Act, in each case, in relation to this clause (iii) shall not exceed 5.0% of the total number of Notes or the shares of its Common Stock issued and outstanding immediately following into which the completion of the transaction contemplated by this AgreementNotes are convertible, and providedprovided that, furtherin each case described in clauses (1) through (3) above, that all such recipients of shares of Common Stock it shall execute and deliver be a pre-condition to you, on or prior to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement consistent to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Section 3(o)Agreement or (ii) transactions by any person other than the Company relating to shares of Common Stock acquired in open market transactions after the completion of the offering of the Common Shares contemplated by this Agreement. It is also understood and agreed that the foregoing shall not preclude the Xxxxxxx Water Products, Inc., a subsidiary of the Company, from filing a registration statement on Form S-1 in connection with its proposed initial public offering or offering or selling shares of its Series A common stock in connection therewith. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of ---------------------------------------------------- 90 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representative (which consent may not be withheld at the Placement Agent’s sole discretionunreasonably withheld), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce Common Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances issue shares of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding on the date hereof and described in the Prospectus Prospectus, (ii) grant options to purchase Common Stock and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of issue shares of Common Stock that upon the Company may issue or agree to issue exercise of options, in both cases, pursuant to this clause (iii) shall not exceed 5.0% of any stock option plan or arrangement described in the total number of Prospectus, and issue shares of Common Stock issued and outstanding immediately following to directors in payment of annual directors' fees pursuant to the completion of the transaction contemplated by this AgreementCompany's Directors' Stock Ownership Plan, and provided, further, that all such recipients of (iii) issue shares of Common Stock shall execute to directors and deliver officers under compensatory arrangements consistent with the Company's prior practices, (iv) issue shares of Common Stock under the DRIP, (v) issue shares of Common Stock to youthe Company's officers under the Company's incentive award plan, on (vi) issue shares of Common Stock in payment of all or prior to a portion of the purchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of such issuance, shares enters into a lock-up agreement consistent with this terms substantially equivalent to the lock-up agreements delivered to the Representative pursuant to Section 3(o6(i), (vii) issue shares of Common Stock issuable upon conversion of the Company's 8% convertible subordinated debentures outstanding on the date hereof, and (viii) issue up to $70 million of the Company's newly issued convertible subordinated debentures due 2009 and/or preferred stock pursuant to the Company's registration statement on Form S-4 (Registration No. 333-72208) and any amendment or supplement thereto and issue shares of Common Stock issuable upon conversion of such newly issued convertible subordinated debentures.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives ), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h16a- 1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce Debentures and the intention to do any of underwriting agreement, dated June 4, 2009 between the foregoing, other than (i) Company and the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant underwriters named therein relating to the Company’s employee benefit plansoffering of Offered Shares) provided, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof andhowever, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion date of the transaction contemplated by this Agreement, issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and provided, further, any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that all such recipients gives rise to an extension of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies and BMO (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (including, without limitation, “Share Capital”) or Related Securities (as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a‑1(b) under the Exchange Act) of any Share Capital or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Share Capital or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights Share Capital or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsOffered Securities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby, (B) issue Share Capital of restricted Common Stock, restricted stock units the Company or options to acquire Common Stock purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of options, pursuant to the Company’s employee benefit plansany share option, qualified stock option plans share bonus or other equity incentive plans as such plans are in existence on the date hereof and, or employee share purchase plan described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such capital stock or options during such Lock-up Period without the prior written consent of Jefferies and BMO (which consent may be withheld in their sole discretion), (iiC) issuances issue Share Capital of Common Stock upon the exercise Company in connection with any joint venture, commercial or settlement collaborative relationship or the acquisition or license by the Company of options the securities, businesses, 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, in the case of this clause (C), (x) such Share Capital shall not in the aggregate exceed 7.5% of the number of Ordinary Shares outstanding immediately prior to giving effect to such issuance and (y) the recipients thereof provide to the Representatives a Lock-Up Agreement, (D) issue Ordinary Shares and warrants disclosed in a private placement to X. Xxxxx Dermatology Ltd. as outstanding described in the Prospectus (including the underlying Ordinary Shares upon exercise such warrants) and (iiiE) issuances of securities issue Warrant Shares in connection with the acquisition ofexercise of the Offered Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or investment into acquire other securities or rights ultimately exchangeable or exercisable for, technologiesor convertible into, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% Share Capital of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Company.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described belowFinal Offering Memorandum, the “Lock-up Period”), none of the Company will notor any of the Guarantors will, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingNotes); provided, other than however, that (i) the issuance Company may issue shares of restricted its Common Stock or options to purchase its Common Stock, restricted stock units or options to acquire Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other equity incentive plans as such plans are in existence on the date hereof and, stock plan or arrangement described in the Disclosure PackagePackage and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options (ii) issuances except forfeitures of Common Stock upon or options to purchase Common Stock by the exercise or settlement directors and executive officers subject to the lock-up agreement attached as Exhibit F hereto to satisfy tax withholding obligations and, in the case of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances exercises, payment of securities exercise price, in connection with the acquisition of, or investment in, technologies, solutions or other businessesvesting of equity awards acquired by directors and executive officers pursuant to equity incentive plans existing and as in effect on the date of this Agreement will be permitted, provided that the aggregate number of shares sold for consideration on the open market or to any third party by all of Common Stock that the officers and directors of the Company may issue or agree who are subject to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)does not in the aggregate exceed 200,000 shares of Common Stock) during such 90-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS) and (ii) the foregoing shall not apply to the entry into the transactions contemplated by the Convertible Note Hedge and Warrant Transaction Documentation.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Effective Date, the Company will shall not, without the prior written consent of the Placement Agent Purchaser (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a 1(b) under the Exchange Act) of the Ordinary Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Ordinary Shares or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities; (other than as contemplated by this Agreement with respect to the Unitsvii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, and (B) issue Ordinary Shares or options to purchase Ordinary Shares, or issue Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the SEC Reports and ASX Announcements; or (viii) prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than the Registration Statement, any registration statement or post-effective amendment to a registration statement (ior supplement thereto) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant relating to the Company’s employee benefit plansplans registered on Form S-8 or, qualified stock option plans or other equity incentive plans as in connection with an acquisition, on Form S-4. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with the SEC a registration statement relating to an offering of Ordinary Shares by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such plans are in existence on stockholders. For purposes of the date hereof andforegoing, described in the Disclosure Package“Related Securities” shall mean any ADSs, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of or other rights to acquire Ordinary Shares or any securities in connection with the acquisition ofexchangeable or exercisable for or convertible into Ordinary Shares, including but not limited to ADSs, or investment into acquire other securities or rights ultimately exchangeable or exercisable for, technologiesor convertible into, solutions Ordinary Shares or other businesses, provided that ADSs. This Section 6.8 does not apply to or in any way restrict the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Excepted Issue.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 60th day following the effective date of the Registration Statement Final Offering Memorandum (as the same may be extended as described below, the “"Lock-up Up Period”"), the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement and the Registration Rights Agreement with respect to the Units) or publicly announce Notes and the intention Conversion Shares); provided, however, that the foregoing restrictions do not apply to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following upon the completion exercise of options granted under stock option plans existing on the transaction contemplated by this Agreementdate hereof, and provided(ii) grants of Common Stock, furtherrestricted common stock or restricted stock units in accordance with the terms of a plan in effect on the date hereof, that all such recipients of (iii) shares of Common Stock shall execute (or options, warrants or convertible securities relating to shares of Common Stock) issued in connection with a bona fide merger or acquisition transaction, (iv) the offer, issuance or sale of securities pursuant to the Company's Dividend Reinvestment and deliver Stock Purchase Plan existing on the date hereof (the "DRIP") (provided that the Company agrees not to you, on permit investments greater than $20,000 by any single investor under the DRIP during the Lock-Up Period) or prior (v) shares of Common Stock issued pursuant to such issuance, a lock-up agreement consistent with this Section 3(o)the Management Agreement.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described belowProspectus, the “Lock-up Period”), the Company Issuer will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or that are convertible into shares of or exchangeable for Common Stock Shares (other than the issuance of awards pursuant to employee benefit plans outstanding as contemplated by this Agreement of the date hereof and issuances of Common Shares upon exercise of any such awards); provided that the foregoing shall not prohibit the Issuer from (i) filing a “universal” shelf registration statement on Form S-3 after the 30th day following the date of the Prospectus with respect to the Unitsregistration of common shares, preferred shares, debt securities and other securities of the Issuer and one or more subsidiaries and (ii) or publicly announce complying with any registration rights outstanding as of the intention to do any of date hereof. Notwithstanding the foregoing, other than if (ix) during the last 17 days of the 90-day restricted period the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs, or (y) prior to the expiration of the 90-day restricted period, the Issuer 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 in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Issuer will provide the Representatives and any co-managers and each individual subject to the restricted Common Stock, restricted stock units or options to acquire Common Stock period pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, lockup letters described in the Disclosure Package, (iiSection 5(h) issuances with prior notice of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided any such announcement that the aggregate number of shares of Common Stock that the Company may issue or agree gives rise to issue pursuant to this clause (iii) shall not exceed 5.0% an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options or warrants, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, warrants, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause (iii) 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; provided however, that this sentence shall not exceed 5.0% apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the total number Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of shares of Common Stock issued and outstanding immediately following the completion Regulation M of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the UnitsCommon Shares); provided, however, that the Company may (x) or publicly announce the intention to do any issue shares of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of its Common Stock upon the exercise or settlement of options or warrants disclosed by certain Selling Stockholders as outstanding described in the Prospectus and (iiiy) issuances issue shares of securities in connection with the acquisition ofits Common Stock or options to purchase its Common Stock, or investment inCommon Stock upon exercise of options, technologiespursuant to any stock option, solutions stock bonus or other businessesstock plan or arrangement described in the Prospectus (including the Company’s 2005 Employee Stock Purchase Plan), provided that but only if the aggregate number holders of such shares, options, or shares issued upon exercise of Common Stock that such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this clause (iiiSection 3(A)(l) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any short sale)Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any an registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of Common Shares). Notwithstanding the foregoing, other than if (ix) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause 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 Company will provide the Representatives and any co-managers and each individual subject to the restricted Common Stock, restricted stock units or options to acquire Common Stock period pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, lockup letters described in the Disclosure Package, (iiSection 6(i) issuances with prior notice of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided any such announcement that the aggregate number of shares of Common Stock that the Company may issue or agree gives rise to issue pursuant to this clause (iii) shall not exceed 5.0% an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Final Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock; provided, however, that the Company may (i) issue shares of its Common Stock (other than as contemplated by this Agreement or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any Stock Plan or arrangement described in the Final Prospectus or the Company’s Proxy Statement on Schedule 14A filed with the Commission on March 5, 2004 or with respect to which registration statements on Form S-8 have been filed by the UnitsCompany with the Commission and have been declared effective on or prior to the date of this Agreement; (ii) or publicly announce the intention to do any issue shares of its Common Stock upon conversion of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock Notes pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as terms of such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus Notes; and (iii) issuances of securities file a registration statement under the Securities Act or an amendment to a registration statement under the Securities Act, in connection with each case in relation to the acquisition of, Notes or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that into which the Notes are convertible. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (iiim) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, furtherearnings release or the occurrence of the material news or material event; provided however, that all such recipients this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of shares the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares Shares of Common StockBeneficial Interest, options, rights options or warrants to acquire shares Shares of Common Stock Beneficial Interest or securities exchangeable or exercisable for or convertible into shares Shares of Common Stock Beneficial Interest (including Partnership Units) (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue Shares of Beneficial Interest, Partnership Units or agree options or warrants to issue purchase its Shares of Beneficial Interest, or Shares of Beneficial Interest upon conversion of Partnership Units or exercise of options or warrants, (i) pursuant to this clause any share option, share bonus or other incentive plan or arrangement described in the Prospectus, (ii) in connection with the Formation Transactions, or (iii) shall as consideration for the acquisition of assets but only if the holders of such shares, Partnership Units, options, or shares issued upon conversion of Partnership Units or exercise of such options or warrants, agree in writing not exceed 5.0% to sell, offer, dispose of or otherwise transfer any such shares, Partnership Units or options or warrants during such 180 day period without the prior written consent of the total number of shares of Common Stock issued and outstanding immediately following Representatives (which consent may be withheld at the completion sole discretion of the transaction contemplated by this AgreementRepresentatives). Notwithstanding the foregoing, and providedif (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or (y) prior to such issuancethe expiration of the 180-day restricted period, a lockthe Company announces that it will release earnings results during the 16-up agreement consistent with day period beginning on the last day of the 180-day period, the restrictions imposed in this Section 3(o)clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Piper and BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of Piper and BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsCommon Shares); provided, however, that the Company may (a) issue shares of its Common Stock or publicly announce options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described in the intention to do any of the foregoingProspectus, other than but only if (i) the issuance holders of restricted Common Stocksuch warrants, restricted stock units shares, options, or shares issued upon exercise of such warrants or options to acquire Common Stock pursuant to have executed a lock up agreement in the Company’s employee benefit plansform of Exhibit E hereto or (ii) such warrants, qualified stock option plans shares, options or other equity incentive plans as shares issued upon exercise of such plans warrants or options are in existence not exercisable by their terms during the period commencing on the date hereof andand ending on the 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3A(l), or (b) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageProspectus, or (iic) issuances issue shares of its Common Stock upon or options to purchase its Common Stock to the exercise or settlement of options or warrants disclosed as outstanding in extent the Prospectus and (iii) issuances of securities Company is required to do so in connection with the acquisition oftransactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or investment in(y) prior to the expiration of the 180-day restricted period, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS and Citigroup (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS and Citigroup), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) Common Shares or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the registration statement on Form S-11 (File No. 333-116408), including amendments thereto, covering the resale of up to 37,404,862 shares of the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of 's Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities issued in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number private offerings of shares of its Common Stock completed in December 2003 and January 2004); provided, however, that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS and Citigroup (which consent may be withheld at the sole discretion of the BAS and Citigroup). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During For a period of 90 days after the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will notnot (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, any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of the Placement Agent Representative. The foregoing restriction shall not apply to (a) the Offered Shares to be sold hereunder; (b) shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or other securities required to be issued pursuant to contractual obligations of the Company in effect as of the date of this Agreement; (c) shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares issued pursuant to employee benefit or purchase plans in effect as of the date of this Agreement or pursuant to bona fide employee benefit or purchase plans established during this period; or (d) shares of Common Shares to one or more counterparties in connection with the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (i) the aggregate number of shares of Common Shares that may be issued pursuant to this clause (d) shall not exceed five percent (5%) of the number of Common Shares outstanding immediately after the closing of the sale of the Offered Shares to the Underwriters pursuant to this Agreement and (ii) this clause (d) shall not be available unless each recipient of such Common Shares shall have agreed in writing not to sell, offer, dispose of or otherwise transfer any such Common Shares (or engage in any short sales of Common Shares prior to the issuance of such Common Shares) during the remainder, if any, of the Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representative), directly which agreement shall, in the case of any such definitive agreement entered into on or indirectlyafter the date hereof, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Actbe obtained prior to, or otherwise dispose concurrently with, the entry of such definitive agreement. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or transfer, material news or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 material event relating to the Company’s employee benefit plansCompany occurs; or (2) prior to the expiration of the 90-day restricted period, in respect ofthe Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated the restrictions imposed by this Agreement with respect shall continue to apply until the Units) or publicly announce the intention to do any expiration of the foregoing, other than (i) 18-day period beginning on the issuance of restricted Common Stock, restricted stock units the earnings release or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% occurrence of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement (provided, however, the Company may file a Form S-8 registration statement under the Securities ActAct to register shares of Common Stock issuable under any stock option, except for a registration statement on Form S-8 relating to stock bonus or other stock plan or arrangement described in the Company’s employee benefit plans, Prospectus) under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoingCommon Shares); provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shares of its Common Stock or agree options to issue purchase its Common Stock, or Common Stock upon exercise of options, pursuant to this clause any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if (iiia) shall not exceed 5.0% of the total number of shares of Common Stock are to be issued and outstanding immediately following upon exercise of stock options that are exempt from the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with provisions pursuant to Section 5(m), (b) the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), or (c) any such options granted do not vest during such 180-day period. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this Section 3(o)clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 45 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockShares, options, rights options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted grant Common Stock, restricted stock units Share awards or grant options to acquire purchase Common Stock Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, Equity Compensation Plans described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities issue Units in connection with the Company’s or a Subsidiary’s acquisition ofof properties or interests in the owners of properties, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, and (iv) file a registration statement on Form S-8 under the total number of shares Securities Act with respect to the registration of Common Stock Shares to be issued under the Equity Compensation Plans described in the Registration Statement, the General Disclosure Package and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)this Agreement, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock; provided, however, that the Company may: (other than as contemplated by this Agreement with respect to the Units1) or publicly announce the intention to do any issue shares of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of its Common Stock upon the exercise of options, warrants or settlement similar securities outstanding as of options or warrants disclosed as outstanding the date hereof and described in the Time of Sale Prospectus and (iii) issuances or upon the conversion of securities outstanding as of the date hereof; (2) grant options to purchase shares of its Common Stock pursuant to its benefit plans described in the Time of Sale Prospectus, provided that (i) such options do not vest, in whole or in part, during such 90-day period or (ii) the recipients of such grant agrees to be bound by the restrictions described in this Section 3(k); or (3) offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or investment inmerger with, technologies, solutions or other businessesanother company, provided that the aggregate number of shares of Common Stock that the Company may issue or agree that, in each case described in clauses (1) through (3) above, it shall be a pre-condition to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement consistent to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Section 3(o)Agreement or (ii) transactions by any person other than the Company relating to shares of Common Stock acquired in open market transactions after the completion of the offering of the Common Shares contemplated by this Agreement. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (j) 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; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.