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 the date hereof and ending one year following the date of the Prospectus, the Company shall not, without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or 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 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 one-year period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 90 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative TWP (which consent may be withheld at the Representative’s sole discretiondiscretion of TWP), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but only if the holders of any such issued shares, or any options, or shares issued upon exercise of which are exercisable during such options90 day period, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one-year 90 day period without the prior written consent of the Representative TWP (which consent may be withheld at the Representative’s sole discretiondiscretion of TWP). Further, during such 90 day period, the Company shall not accelerate the vesting of options to purchase shares of its Common Stock without the prior written consent of TWP (which consent may be withheld at the sole discretion of TWP).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 180th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 180 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 30th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s sole discretiondiscretion of the Underwriter), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but only if upon redemption of units of the Operating Partnership or pursuant to any other agreement obligating the Company to issue common stock in effect on the date hereof, subject to the terms of any "lock up" agreements to which holders of such shares, options, 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 one-year period without the prior written consent of the Representative (which consent Common Stock may be withheld at the Representative’s sole discretion)bound.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 180th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one180-year day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS); provided further, that the Company may issue shares of Common Stock to Xxxx Atlantic Master Trust upon the exercise of its warrants to purchase Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 180 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative NMS (which consent may be withheld at the Representative’s sole discretiondiscretion of NMS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but only (ii) file one or more Registration Statements on Form S-8, and (iii) issue shares in connection with any acquisition if the holders of such shares, options, or shares issued upon exercise of such options, recipients agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one-year 180 day period without the prior written consent of the Representative NMS (which consent may be withheld at the Representative’s sole discretiondiscretion of the NMS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 60th day following the date of the ProspectusFinal Offering Memorandum, the Company shall will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives), directly or indirectly, 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 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 as contemplated by the Prospectus) 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 UnitsNotes and the convertible note hedge and warrant transactions described in the Hedge and Warrant Documentation); , or publicly announce an intention to do any of the foregoing, provided, however, that (i) the Company may issue and sell the Notes under this Agreement, (ii) the Company may issue the Conversion Shares upon conversion of the Notes and make any required related filings under the Securities Act with respect to such shares and (iii) the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but only if Disclosure Package and 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 one-year period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion)Final Offering Memorandum.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 180th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS and CIBC (which consent may be withheld at the Representative’s sole discretiondiscretion of either BAS or CIBC), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 180 day period without the prior written consent of the Representative BAS and CIBC (which consent may be withheld at the Representative’s sole discretiondiscretion of either BAS or CIBC).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 90 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that (a) the Company may issue shares of its Common Stock, options to purchase its Common Stock, or Common Stock upon exercise of options, in each case pursuant to any stock option, stock bonus, employee stock purchase plan, incentive plan or other stock plan or arrangement described in the Prospectus or in the documents incorporated by reference therein, and the Company may file one or more registration statements on Form S-8 to register shares of Common Stock to be offered or sold under any of the foregoing option, bonus, purchase, incentive or other stock plan or arrangement and (b) the Company may issue shares of its Common Stock as consideration for the acquisition of another business or options to purchase its Common Stockentity, or 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 described provided that in the Prospectuscase of (b), but only if the holders recipient of such shares, options, or shares issued upon exercise of such options, agree shall have agreed in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one90-year day period without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 180 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Montxxxxxx Securities (which consent may be withheld at the Representative’s sole discretiondiscretion of Montxxxxxx Xxxurities), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each casepursuant to, pursuant and may file a registration statement on Form S-8 with respect to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 180 day period without the prior written consent of the Representative Montxxxxxx Xxxurities (which consent may be withheld at the Representative’s sole discretiondiscretion of the Montxxxxxx Securities).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or 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 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 one365-year day period without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Xxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of Xxxxx), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsShares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus. Notwithstanding the foregoing, but only if the holders Company will cause each of its executive officers to furnish to Xxxxx, prior to the Closing Date, a letter, substantially in the form of Exhibit A attached hereto, pursuant to which each such sharesperson shall agree not to directly or indirectly offer, optionssell, or shares issued upon exercise of such optionsassign, agree in writing not transfer, pledge, contract to sell, offer, or otherwise dispose of or otherwise transfer any shares of Common Stock for such shares or options during such one90-year day period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion)Xxxxx.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but only if the holders (b) file one or more registration statements on Form S-8 with respect to any such plan or arrangement, (c) issue shares of such sharesCommon Stock, optionsoptions and warrants, or and shares issued of Common Stock upon exercise of such optionsoptions or warrants, agree in writing not as consideration for the acquisition of any company, business, business segment, line of business, assets or any interest therein, and (d) file one or more registration statements on Form S-4 with respect to sell, offer, dispose of or otherwise transfer any such shares or options during such one-year period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion)acquisition.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 60th day following the date of the Prospectushereof, the Company shall will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), 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 as contemplated by the Prospectus) 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 UnitsDebentures and the Conversion Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusFinal 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 during such one-year 60 day period without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives); provided, further, that the Company may issue restricted shares of Common Stock or options to purchase its Common Stock to any employee or prospective employee who has not executed a lock-up agreement pursuant to Section 5(h) hereof.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsSecurities); provided, however, that (i) the Company may issue and sell the Securities under this Agreement, (ii) the Company may issue the Conversion Shares upon conversion of the Securities (and shares of Common Stock upon the conversion of the 2.75% convertible senior subordinated notes due 2024 and the 3.00% convertible senior subordinated notes due 2024 and make any required related filings under the Securities Act with respect to such shares) and (iii) the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusDisclosure Package and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, to the extent they are listed on Schedule D, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such onetheir lock-year up period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 180 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative NationsBanc Xxxxxxxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of NationsBanc Xxxxxxxxxx), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusProspectus and may issue shares of Common Stock in connection with the acquisition of additional companies in the energy and indoor environmental systems and services industry, 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 one180-year day period without the prior written consent of the Representative Company and provided, further, the Company will not give its consent to any such sale, offer or disposition during such 180-day period without the prior written consent of NationsBanc Xxxxxxxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of NationsBanc Xxxxxxxxxx).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS and CIBC (which consent may be withheld at the Representative’s sole discretiondiscretion of either BAS or CIBC), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 90 day period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion)BAS and CIBC.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but and (ii) issue securities in connection with an acquisition, merger, or sale or purchase of assets, but, in the case of (ii), only if the holders transferees of such shares, options, or shares issued upon exercise of such options, securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one-year 90 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending of one year hundred eighty days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Xxxxxxxxxx Securities (which consent may be withheld at the Representative’s sole discretiondiscretion of Xxxxxxxxxx Securities), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusProspectus and may issue shares of Common Stock in connection with the acquisition of additional travel service companies, 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 one-year 180 day period without the prior written consent of the Representative Xxxxxxxxxx Securities (which consent may be withheld at the Representative’s sole discretiondiscretion of the Xxxxxxxxxx Securities).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS and ML (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS and ML), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but only if ; provided that 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 one-year 90 day period without the prior written consent of BAS and ML, provided, however, that the Representative (which consent may be withheld at foregoing proviso will not apply in the Representative’s sole discretion)case of issuances of Common Stock upon the exercise of options outstanding on the date hereof.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 365h day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s Underwriter's sole discretion), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or 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 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 one365-year day period without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s Underwriter's sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 30th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s sole discretiondiscretion of the Underwriter), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares), or enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectushereof, the Company shall will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), 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 as contemplated by the Prospectus) 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 UnitsDebentures and the Conversion Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusFinal 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 during such one-year 90 day period without the prior written consent of the Representative Representatives (which consent may be withheld at the Representative’s sole discretiondiscretion of the Representatives).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 180th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS and Xxxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS and Xxxxxx), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 180 day period without the prior written consent of the Representative BAS and Xxxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS and Xxxxxx).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 180th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may file a registration statement on Form S-8 and issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 180 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 30th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s sole discretiondiscretion of the Underwriter), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsShares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one30-year day period without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s sole discretiondiscretion of the Underwriter).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year following the date of the Prospectus, the Company shall not, without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or 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 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 one-year period without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 180 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), directly or indirectly, sell, offer, issue, 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 as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus; (ii) file one or more Registration Statements on Form S-8; and (iii) issue shares in connection with an acquisition, but only if the holders of such shares, options, options or shares issued upon exercise of such options, options so described in clause (iii) of this sentence agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one180-year day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or 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 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 one90-year day period without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) in respect ofother than a registration statement on Form S-8), 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 UnitsDebentures); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusFinal Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree who is an officer or director of the Company or any of its subsidiaries, has agreed or agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one90-year day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusProspectus or upon conversion of the shares of its series A cumulative convertible preferred stock or its series B convertible preferred stock (or upon exercise of warrants issued to the holders of any share of preferred stock), but only if the holders (other than the holders of the series A and series B preferred stock) 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 one-year 90 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 180 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative NationsBanc Xxxxxxxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of NationsBanc Xxxxxxxxxx), 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(h16a- 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 as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusProspectus and may issue shares of Common Stock in connection with the acquisition of additional outsourced business service companies, 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 one-year 180 day period without the prior written consent of the Representative NationsBanc Xxxxxxxxxx (which consent may be withheld at the Representative’s sole discretiondiscretion of NationsBanc Xxxxxxxxxx).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) in respect ofother than a registration statement on Form S-8), 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 UnitsDebentures); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusFinal Offering Memorandum, but only if the holders holder of such shares, options, or shares issued upon exercise of such options, agree who is an officer or director of the Company or any of its subsidiaries has agreed or agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one-year 90 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 30th day following the date of the Prospectus, none of the Selling Stockholders or the Company shall notwill, without the prior written consent of the Representative Underwriter (which consent may be withheld at the Representative’s sole discretiondiscretion of the Underwriter), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that (x) the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the ProspectusProspectus or pursuant to any other agreement obligating the Company to issue common stock in effect on the date hereof, but only if subject to the terms of any “lock up” agreements to which holders of such shares, options, options or shares issued upon exercise Common Stock may be bound and (y) that nothing herein shall prohibit transfers to an Affiliate (as defined in Rule 405 of such options, agree the Securities Act) of a Selling Stockholder that agrees in writing to be bound by the foregoing restrictions. Any such transfer by a Selling Stockholder shall not to sell, offer, dispose release such Selling Stockholder of or otherwise transfer any such shares or options during such one-year period without the prior written consent of the Representative (which consent may be withheld at the Representative’s sole discretion)its obligations under this Agreement.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 Units); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or 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 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 one90-year day period without the prior written consent of the Representative (which consent may be withheld at the Representative’s 's sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year of 180 days following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one-year 180 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS); (ii) file a registration statement with respect to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, and (iii) issue shares in connection with a merger or acquisition by the Company of the assets or capital stock of another person or entity, and file a registration statement with respect to such shares, so long as the shares so issued by the Company may not be resold for a period of 180 days after the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsCommon Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation described in the Prospectus, but and (ii) issue securities in connection with an acquisition, merger, or sale or purchase of assets, but, in the case of (ii), only if the holders transferees of such shares, options, or shares issued upon exercise of such options, securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such one-year 90 day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending one year on the 90th day following the date of the Prospectus, the Company shall will not, without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of BAS), 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 registration statement under the Securities Act (except as contemplated by the Prospectus) 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 UnitsShares); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, plan or arrangement or contractual obligation 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 one90-year day period without the prior written consent of the Representative BAS (which consent may be withheld at the Representative’s sole discretiondiscretion of the BAS).