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 on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion 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” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 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 (i) 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 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS BAS, Piper and Xxxxxx JPMorgan (which consent may be withheld at the sole discretion of BAS BAS, Piper and XxxxxxJPMorgan), 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 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)transfer, 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 or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ia) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common StockStock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock upon exercise of options, 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 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representative (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Representative), 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 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which 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 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 SharesSecurities); provided, however, that the Company may (i) 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 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 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 BAS and Xxxxxx waive, event in writing, such extension. The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k5(g) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 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)transfer, 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 (i) 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 each the Prospectus (including the Company’s 2004 Employee Stock Purchase Plan), but only if the holders of the Disclosure Package and the Prospectussuch shares, and (ii) issue options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as such shares or options during such 180 day period without the prior written consent of the date of this Agreement and identified in each Representatives (which consent may be withheld at the sole discretion 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 ProspectusRepresentatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-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 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in by this clause section 3(m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Underwriter (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Underwriter), directly or indirectly, sell, 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” position within the meaning of Rule 16a-1 under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transfer (or enter into any other transaction which that is designed to, or might reasonably be expected to lead to, or result in in, the effective economic 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 Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares and the Underwriter's Warrant (as defined)); provided, however, that the Company may (i) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of optionsoptions or warrants, pursuant to any stock option, stock bonus or other stock incentive plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options warrants, awards, or shares of its Common Stock issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as such shares, options or warrants during such 180 day period without the prior written consent of the date of this Agreement and identified in each Underwriter (which consent may be withheld at the sole discretion 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 ProspectusUnderwriter). Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 90180-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 (yb) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extensionevent occurs. The Company will provide the Representatives and any co-managers Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up letters agreements described in Section 5(k6(j) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of Piper and BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS Piper and XxxxxxBAS), 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 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)transfer, 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 or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ia) issue shares of its Common Stock or 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 Prospectus, but only if (i) the holders of such warrants, shares, options, or shares issued upon exercise of such warrants or options have executed a lock up agreement in the form of Exhibit E hereto or (ii) such warrants, shares, options or shares issued upon exercise of such warrants or options are not exercisable by their terms during the period commencing on the date hereof and 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 each of the Disclosure Package and the Prospectus, and or (iic) issue shares of its Common Stock upon exercise of any warrant outstanding as of or options to purchase its Common Stock to the date of this Agreement and identified extent the Company is required to do so in connection with the transactions contemplated by each of the Disclosure Package Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Prospectus or upon exercise and/or conversion Agreement and Plan of any other exercisable or convertible security outstanding Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the date of this Agreement and described in each of the Disclosure Package and the ProspectusRegistration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-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 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-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, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS Banc of America Securities LLC and Xxxxxx Deutsche Bank Securities Inc. (which consent may be withheld at the their sole discretion of BAS and Xxxxxxdiscretion), 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 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)transfer, 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 (i) 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 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 If any of the foregoingRepresentatives have recently initiated coverage of the Company or initiate coverage after the date hereof, if the 90-day restricted period described above is subject to extension such that, in the event that either (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) 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 “lock-up” restrictions imposed in this clause shall described above will 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of BAS and Xxxxxx the Underwriter (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Underwriter), directly or indirectly, 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” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 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 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 Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stocksuch Selling Stockholder, or Common Stock upon exercise of options, pursuant publicly announce such Selling Stockholder’s intention to do any stock option, stock bonus or other stock plan or arrangement described in each of the Disclosure Package foregoing, for a period commencing on the date hereof and continuing through the Prospectus, and (ii) issue shares close of its Common Stock upon exercise of any warrant outstanding as of trading on the date 90 days after 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representative (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Representative), 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 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)transfer, or announce the offering of, or file any registration statement under the Securities Act Act, other than one or more registration statements on Form S-8, in respect of, any shares of Common StockShares, options or warrants to acquire shares of the 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 Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock Shares, restricted share units or options to purchase its Common StockShares, or Common Stock Shares upon exercise of optionsoptions or vesting of restricted share units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and only if any such option or restricted share unit issued by the Company does not vest during the 90-day period (ii) issue shares other than accelerated vesting in accordance with the terms of its Common Stock upon exercise forms of any warrant outstanding award agreement filed as of an exhibit to the date of this Agreement and identified in each of Company’s Annual Report on Form 10-K for 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 Prospectusyear ended December 31, 2006). 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, 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 by this clause section 3(A)(m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might would 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 or the Common Shares); provided, however, that Registration Rights Agreement and the Company may (i) issue shares Company’s issuance of its Common Stock (A) upon the conversion of the Notes or the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (B) upon the grant or exercise of options to purchase its Common Stockissued under, or Common Stock upon exercise the issuance and sale of optionsshares pursuant to, pursuant to any existing stock option, stock bonus or other stock plan or arrangement described in each of arrangement; or (C) as required by the Disclosure Package and the Prospectus, and (ii) issue shares of its Common Stock upon exercise terms of any warrant outstanding as of earn-out provision contained in any agreement existing on the date of this Agreement and identified in each of hereof to which 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 ProspectusCompany is a party. Notwithstanding the foregoing, if If (xi) during the last 17 days of the 90-day restricted period the Company issues an earnings release or of material news news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (yii) prior to the expiration of the 90lock-day restricted up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90lock-day up period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx the Representatives waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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)transfer, 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 (i) 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 or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as 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 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 shall not consent or agree in any manner, without the 16-day period beginning on prior written consent of BAS (which consent may be withheld at the last day sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the 90-day periodCompany’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 restrictions imposed meaning of Rule 16a-1(h) 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 this clause shall continue respect of, any shares of Common Stock, options or warrants to apply until the expiration acquire shares of the 18-day period beginning on the issuance Common Stock or securities exchangeable or exercisable for or convertible into shares of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject Common Stock (other than as contemplated by this Agreement with respect to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodCommon Shares).

Agreement Not to Offer or Sell Additional Securities. During a period of ninety (90) days from the period commencing date set forth on the date hereof and ending on the 90th day following the date cover page of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and Xxxxxx)Representative, directly or indirectly: (i) offer, sell, offer, contract or grant any option to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer (any securities convertible into or enter into any transaction which is designed to, exercisable or might reasonably be expected to, result in the disposition of), or announce the offering of, exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing; or (ii) enter into any swap, hedge or any other arrangement that transfers, in respect ofwhole or in part, any shares directly or indirectly, the economic consequences of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (A) grants of employee or director stock options or warrants issuances of restricted Common Stock pursuant to acquire shares the terms of an equity compensation plan in effect on the date hereof, (B) issuances of Common Stock pursuant to the exercise of employee or director stock options outstanding on the date hereof or (C) the filing of a registration statement on Form S-8 under the Securities Act registering the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock issuable pursuant to clauses (other than as contemplated by this Agreement with respect to the Common Shares)A) and (B) above; provided, however, that the Company may (i) 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 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 (x1) during the last 17 days of the 90Initial Lock-day restricted period up Period, the Company issues an releases earnings release results or publicly announces material news or a material event relating to the Company occurs, or (y2) prior to the expiration of the 90Initial Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90Initial Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence public announcement of the other material news or material event, as applicable, unless BAS and Xxxxxx waivethe Representative waives in writing such extension (the Initial Lock-up Period, in writingas extended, such extensionthe “Lock-up Period”). The Company will provide has obtained agreements substantially in the Representatives and any co-managers and form of Exhibit C hereto from each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodpersons listed on Exhibit D hereto.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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)transfer, 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 (i) 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 each of the Disclosure Package and the Prospectus, but only if the executive officers and (ii) issue directors that are holders of such shares, options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as 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 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 ProspectusBAS). 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, unless BAS and Xxxxxx waive, in writing, such extension. The that this sentence shall not apply if the research published or distributed on the Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension is compliant under Rule 139 of the restricted periodSecurities 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 a period commencing on the date hereof and ending on the 90th day following of three hundred sixty (360) days from the date of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and Xxxxxx)Representatives, directly or indirectly, (i) offer, pledge, sell, offer, 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” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer (any securities convertible into or enter into any transaction which is designed to, exercisable or might reasonably be expected to, result in the disposition of), or announce the offering of, exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any shares directly or indirectly, the economic consequence of ownership of the Common Stock, options whether any such swap or warrants transaction described in clauses (i) or (ii) above is to acquire shares be settled by delivery of the Common Stock or securities exchangeable such other securities, in cash or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)otherwise; provided, however, that the Company may (i) 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 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 (xA) during the last 17 days of the 90Initial Lock-day restricted period up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, occurs or (yB) prior to the expiration of the 90Initial Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90Initial Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless BAS and Xxxxxx waive, the Representatives waive in writing, writing such extension; provided, further, however, that in no event shall any such extension be beyond the 32nd day following the expiration of the Initial Lock-up Period (the Initial Lock-up Period, as extended, the “Lock-up Period”). The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus or (iii) any options to purchase Common Stock granted pursuant to existing stock option or incentive plans of the Company referred to in the Prospectus. The Company will provide has obtained the Representatives and any co-managers agreement: (i) of each officer named in the Prospectus, each director continuing in office and each individual member of the Company’s advisory board, on such officer’s, director’s or advisory board member’s own behalf, not to engage in any of the transactions set forth in the preceding sentence during the Lock-Up Period; (ii) of MxXxxxxx not to engage in any of the transactions set forth in the preceding sentence during the Lock-up Period; provided, however, that MxXxxxxx may sell in each of the three-month periods following the expiration of the 180th day after the date of the Prospectus not greater than (A) two percent of the aggregate amount of shares of Common Stock outstanding or (B) twice the average weekly reported trading volume of the Company’s Common Stock on the Nasdaq National Market during the four calendar weeks preceding any sale; (iii) of each director not continuing in office not to engage in any of the transactions set forth in the preceding sentence during a period of one hundred eighty (180) days from the date of the Prospectus, subject to extension in the restricted period manner described in the preceding sentence. The Company agrees not to waive any agreement obtained pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodthis subsection (j).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld at the sole discretion of BAS and XxxxxxXxxxxx Xxxxxx Partners LLC), 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 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)transfer, 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 (i) issue shares of its Common Stock or options to purchase its Common Stock, or shares of 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 but only if the holders of any such issued shares, or any options, which are exercisable during such 90 day period, 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 Xxxxxx Xxxxxx Partners LLC (ii) issue which consent may be withheld at the sole discretion of Xxxxxx Xxxxxx Partners LLC). Further, during such 90 day period, the Company shall not accelerate the vesting of options to purchase shares of its Common Stock upon exercise without the prior written consent of any warrant outstanding as Xxxxxx Xxxxxx Partners LLC (which consent may be withheld at the sole discretion 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodXxxxxx Partners LLC).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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 StockStock (other than with respect to the exercise of options outstanding prior to the date hereof), 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 SharesDebentures); provided, however, that the Company may (i) issue shares of its Common Stock or options to 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 each of the Disclosure Package and or the ProspectusFinal Offering Memorandum, and (ii) issue provided, however, that to the extent such shares, options or shares of its Common Stock issued upon exercise of any warrant outstanding as such options are issued to a director or executive officer of the date Company, such director or executive officer agrees in writing not to sell, offer, dispose of this Agreement and identified in each 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 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 ProspectusBAS). 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k5(h) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx Wachovia Capital Markets, LLC (which consent may be withheld at the their sole discretion of BAS and Xxxxxxdiscretion), 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 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)transfer, 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 (i) 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 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 14 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 issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, 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 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 BAS and Xxxxxx the Representatives, other than (which consent may be withheld at the sole discretion 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” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 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 A) the Securities Act in respect ofto be sold hereunder, (B) any shares of Common Stock, options or warrants to acquire shares Stock of the Common Stock Company issued upon (x) conversion of convertible debt securities of the Company outstanding on the date hereof or securities exchangeable or exercisable (y) the exercise of options granted under existing employee stock option plans and (C) options for or convertible into the purchase of shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, issued pursuant to any existing 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 Prospectusbased compensation plans. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) 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 by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k5(i) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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)transfer, 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 (i) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of optionsoptions or warrants, 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 but only if the holders of such shares, options, warrants, or shares of its Common Stock issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as 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 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 ProspectusBAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-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 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-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; provided however, unless BAS and Xxxxxx waive, in writing, such extension. The that this sentence shall not apply if any research published or distributed by any Underwriter on the Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension would be compliant under Rule 139 of the restricted periodSecurities 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 the date hereof of this Agreement and ending on the 90th 365th day following the date of the Prospectusthereafter, the Company Company: (A) will notnot 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 Amended and Restated Stockholders Agreement, dated as of January 12, 2006, as amended, without the prior written consent of BAS and Xxxxxx the Representative (which consent may be withheld at the Representative’s sole discretion of BAS and Xxxxxxdiscretion), directly or indirectly, to 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 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)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 and any shares of Common SharesStock (or options, warrants or convertible securities in respect thereof) issued in connection with a bona fide merger or acquisition transaction or strategic partnership approved by the Company’s Board of Directors (the “Board”)); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase shares of 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, arrangement or arrangement described in each of contractual obligation that has been approved by the Disclosure Package Board and ratified by the Prospectus, Company’s stockholders; and (iiB) will not issue any shares of its Common Stock or grant options to purchase shares of its Common Stock or other stock-based awards pursuant to its 2005 Stock Incentive Plan (other than issuances of Common Stock upon exercise of any warrant options outstanding as of the date of this Agreement and identified September 30, 2007 as described in each of the Disclosure Package and Prospectus, as 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 Prospectuscase may be). Notwithstanding the foregoingIn addition, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release will not engage Mirus Capital Advisors, Inc. to provide any financial advisory or material news or a material event relating other services 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-ninety (90) day period beginning immediately following the date on which 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 issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodRegistration Statement is declared effective.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Underwriter (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Underwriter), 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 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)transfer, 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 (i) 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 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers Underwriter and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k5(l) with 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 For a period commencing on the date hereof and ending on the 90th day following of 60 days after the date of the ProspectusProspectus (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 BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and Xxxxxx)Underwriter, 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 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 (A) the Offered Shares and Warrants to the Common Shares); providedbe sold hereunder, however, that the Company may (iB) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in each of the Disclosure Package and the Prospectus, and (iiC) issue shares of its Common Stock upon the exercise of any warrant outstanding as such options described in clause (B), and (D) Common Stock upon the exercise 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 ProspectusWarrants. Notwithstanding the foregoing, if (x1) during the last 17 days of the 9060-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which 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 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 SharesNotes); provided, however, that these restrictions shall not apply to any action or transaction under any employee benefit plan of the Company may (i) 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 existing and as 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 effect on 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 Prospectushereof. 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k5(h) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 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)transfer, or announce the offering of, or file any registration statement under the Securities Act Act, other than one or more registration statements on Form S-8, in respect of, any shares of Common StockShares, options or warrants to acquire shares of the 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 Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock Shares or options to purchase its Common StockShares, or Common Stock Shares 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 only if any such option issued by the Company does not vest during the 180-day period (ii) issue shares other than accelerated vesting in accordance with the terms of its Common Stock upon exercise forms of any warrant outstanding award agreement filed as of an exhibit to 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 ProspectusRegistration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in by this clause section 3(A)(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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Representatives), directly or indirectly, sell, 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” position within the meaning of Rule 16a-1 under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transfer (or enter into any other transaction which that is designed to, or might reasonably be expected to lead to, or result in in, the effective economic 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 Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Offered Shares)) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (i) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other stock incentive plan or other arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options or other awards, or shares of its Common Stock issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as such shares, options or warrants during such Lock-up Period without the prior written consent of the date of this Agreement and identified in each Representatives (which consent may be withheld at the sole discretion 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 ProspectusRepresentatives). Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 90Lock-up Period and ends on the last day restricted period of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 90Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90Lock-day periodup Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs, unless BAS and Xxxxxx waive, in writing, the Representatives waive such extension. The Company will provide the Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up letters agreements described in Section 5(k3(B)(a) with 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 For a period commencing on the date hereof and ending on the 90th day following of 90 days after the date of the ProspectusProspectus (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 BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and Xxxxxx)Representative, 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 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 (A) the Offered Shares to the Common Shares); providedbe sold hereunder, however, that the Company may (iB) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in each of the Disclosure Package and the Prospectus, and (iiC) issue shares of its Common Stock upon the exercise of any warrant outstanding such options described in clause (B), (D) Common Stock upon the exercise of warrants to purchase Common Stock in effect as of the date of this Agreement and identified in each or (E) Common Stock required to be issued pursuant to contractual obligations of the Disclosure Package and the Prospectus or upon exercise and/or conversion of any other exercisable or convertible security outstanding Company in effect as of the date of this Agreement and described in each of the Disclosure Package and the ProspectusAgreement. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) 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 by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of BAS and Xxxxxx Brothers (which consent may be withheld at the in their sole discretion of BAS and Xxxxxxdiscretion), directly or indirectly, 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” or liquidate or decrease a “call equivalent position” " within the meaning of Rule 16a-1 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 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 Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stocksuch Selling Stockholder, or Common Stock upon exercise of options, pursuant publicly announce such Selling Stockholder's intention to do any stock option, stock bonus or other stock plan or arrangement described in each of the Disclosure Package foregoing, for a period commencing on the date hereof and continuing through the Prospectus, and (ii) issue shares close of its Common Stock upon exercise of any warrant outstanding as of trading on the date 90 days after 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx NMSI (which consent may be withheld at the sole discretion of BAS and XxxxxxNMSI), 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 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)transfer, 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 issue (i1) 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 each of the Disclosure Package and the Prospectus, and (ii2) issue shares of its Common Stock pursuant to the exercise of the warrants described in the Prospectus or (3) shares of its Common Stock pursuant to the conversion of the Convertible Debentures described in the Prospectus[, but only if the holders of such shares, options, shares issued upon exercise of any warrant outstanding as of the date of this Agreement and identified in each of the Disclosure Package and the Prospectus such options or warrants or shares issued upon exercise and/or conversion of Convertible Debentures agree in writing not to sell, offer, dispose of or otherwise transfer any other exercisable such shares 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) options during the last 17 days of the such 90-day restricted period without the Company issues an earnings release or material news or a material event relating to prior written consent of NMSI (which consent may be withheld at the Company occurs, or (y) prior to the expiration sole discretion 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 issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodNMSI)].

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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)transfer, 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 (i) 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 bonus, stock purchase or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as of such shares or options during the period that is 30 days from 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 90 days with respect to persons 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 entities which have executed 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 issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described agreement in Section 5(kthe form attached as Exhibit C) with without the prior notice written consent of any such announcement that gives rise to an extension BAS (which consent may be withheld at the sole discretion of the restricted periodBAS); 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(m).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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)transfer, 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 (i) 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 bonus, stock purchase or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the Company does not permit the holders of such shares, options, or shares of its Common Stock issued upon exercise of such options to sell, offer, dispose of or otherwise transfer any warrant outstanding as of such shares or options during the period that is 30 days from 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 90 days with respect to persons 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 entities which have executed 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 issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described agreement in Section 5(kthe form attached as Exhibit C) with without the prior notice written consent of any such announcement that gives rise to an extension BAS (which consent may be withheld at the sole discretion of the restricted periodBAS); 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(m).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company Such Selling Shareholder will not, without the prior written consent of BAS and Xxxxxx the Representative (which consent may be withheld at the in its sole discretion of BAS and Xxxxxxdiscretion), directly or indirectly, 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” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 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 StockShares, options or warrants to acquire shares of the Common Stock Shares, or securities exchangeable or exercisable for or convertible into shares Common Shares currently or hereafter owned either of Common Stock record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus, other than as contemplated by this Agreement with respect expressly provided pursuant to the Common Shares); provided, however, that the Company may (i) 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 each of the Disclosure Package and the Prospectus, and (ii) issue shares of its Common Stock upon exercise of any warrant outstanding lock-up agreement attached hereto 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. Exhibit D. 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 herein 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day of 180 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx NationsBanc Xxxxxxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxNationsBanc Xxxxxxxxxx), 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 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)transfer, 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 (i) issue shares of its Common Stock or options to purchase its Common Stock, or shares of 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 Prospectus and the Prospectus, and (ii) may issue shares of its 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 warrant outstanding as such shares or options during such 180-day period without the prior written consent of the date of this Agreement Company 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 foregoingprovided, 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 periodfurther, the Company announces that it will release earnings results not give its consent to any such sale, offer or disposition during the 16such 180-day period beginning on without the last day prior written consent of NationsBanc Xxxxxxxxxx (which consent may be withheld at the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration sole discretion of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodNationsBanc Xxxxxxxxxx).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the The Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and Xxxxxx), directly or indirectly, sell, not offer, sell or 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 under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably could be expected to, result in the disposition of)(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, or announce the offering of, any other Common Shares or file any registration statement under the Securities Act in respect ofsecurities convertible into, any shares of Common Stockor exchangeable for, 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 (i) issue shares of its and sell Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, Shares pursuant to any director or employee stock option, stock bonus or other stock option plan or arrangement stock ownership plan of the Company in effect at the date of the Prospectus and described in each of the Disclosure Package and the Prospectus, and (ii) issue shares Common Shares issuable upon the conversion of its Common Stock upon securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus; and (iii) issue and sell Common Shares pursuant to the Company’s dividend reinvestment and stock purchase plan in effect at the date of the Prospectus and as described in the Company’s registration statement on Form S-3 (File No. 333-114742) as filed with the Commission on April 22, 2004, as amended by Post-Effective Amendment No. 1 to such registration statement on Form S-3 as filed with the Commission on May 3, 2004 (including any warrant outstanding as subsequent Company registration statement on Form S-3 which is filed by the Company and which relates to the Company’s dividend reinvestment and stock purchase plan in effect at the date of the Prospectus, the “DRIP”); provided, however, that during the period beginning on the date of this Agreement and identified ending on the Company Lock-Up Termination Date (as defined immediately below), the Company shall not grant any request for a waiver relating to optional cash payments under the DRIP in each excess of Ten Thousand Dollars ($10,000) (each, a “Waiver Request”) if as a result of such grant (i) the Disclosure Package and aggregate proceeds to the Prospectus or upon exercise and/or conversion Company from all sales of any other exercisable or convertible security outstanding as of Common Shares during the period beginning on the date of this Agreement and described in each ending on the thirtieth (30th) day after the date of this Agreement pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) or (ii) 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 aggregate proceeds to the Company occurs, or (y) prior to the expiration from all sales of the 90-day restricted period, the Company announces that it will release earnings results Common Shares during the 16-day period beginning on the last thirty first (31st) day after the date of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning Agreement and ending on the issuance sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) These restrictions shall terminate at the close of trading on the earnings release or sixtieth (60th) day after (and including) the occurrence of day the material news or material event, Firm Shares commence trading on the New York Stock Exchange (the “Company Lock-Up Termination Date”) (unless BAS and Xxxxxx waivewaived earlier by JMP Securities LLC, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodits sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx Lehman Brothers (which consent may be withheld at the sole discretion discrxxxxx of BAS and XxxxxxLehman Brothers), directly or indirectly, sell, offer, contract or grant xx xxxnt 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 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)transfer, 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 (i) 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 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 From and after the date hereof and ending continuing through the close of trading on the 90th day date 180 days following the date of the Prospectus, the Company and the Parent will not, without the prior written consent of BAS and Xxxxxx NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the sole discretion of BAS and XxxxxxNationsBanc Montxxxxxx Xxxurities, Inc.), directly or indirectly, 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” or liquidate or decrease a “call equivalent position” " within the meaning of Rule 16a-1 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)transfer, 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 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 Common Shares); provided, however, that the Company may (i) 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 option or other stock plan or arrangement purchase plan described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as such shares or options during such 180 day period without the prior written consent of NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the sole discretion of the date NationsBanc Montxxxxxx Xxxurities, Inc.) and provided that the Parent may pledge shares of this Agreement and identified in each Common Stock as collateral for corporate borrowings provided that NationsBanc Montxxxxxx Xxxurities, Inc. is given notice of the Disclosure Package such pledge and the Prospectus or upon exercise and/or conversion of any other exercisable or convertible security outstanding as of lender agrees to be bound by the date of restrictions contained in this Agreement and described in each of the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (xSection 3(j) 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 same extent as 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 issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted periodParent.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day of 45 days (“Lock-Up Period”) following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 16a-l(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)transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the 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 Common Shares); provided, however, that the Company may (i) issue shares of its grant Common Stock Share awards or grant options to purchase its Common Stock, or Shares and issue Common Stock Shares upon the exercise of options, in both cases, pursuant to any stock option, stock bonus or other stock plan or arrangement the Company’s equity compensation plans described in each of the Registration Statement, the General Disclosure Package and the Prospectus, and (ii) issue shares Common Shares pursuant to the Company’s Employee Stock Purchase Plan as in effect on the date hereof, (iii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of its properties or interests in the owners of properties and issue Common Stock Shares upon redemption of such Units, (iv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of any warrant outstanding as Units and issue Common Shares upon redemption of such Units, and (v) file a registration statement on Form S-8 under the date Securities Act with respect to the registration of this Agreement and identified in each of Common Shares to be issued under 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 Company’s equity compensation plans described in each of the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 90Lock-day restricted periodUp 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 90Lock-day periodUp Period, the restrictions imposed in this clause (l) 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Final Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Underwriter (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe Underwriter), 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 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)transfer, 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)Stock; provided, however, that the Company may (i) 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 Stock Plan or arrangement described in each 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 Company with the Commission and have been declared effective on or prior to the date of the Disclosure Package and the Prospectus, and this Agreement; (ii) issue shares of its Common Stock upon exercise of any warrant outstanding as conversion of the date Notes pursuant to the terms of this Agreement such Notes; and identified (iii) file a registration statement under the Securities Act or an amendment to a registration statement under the Securities Act, in each case in relation to the Notes or the shares of Common Stock into which 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 ProspectusNotes are convertible. 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, unless BAS and Xxxxxx waive, in writing, such extension. The that this sentence shall not apply if the research published or distributed on the Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension is compliant under Rule 139 of the restricted periodSecurities 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 a period commencing on the date hereof and ending on the 90th day following of 60 days from the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of BAS and Xxxxxx Xxxxxxx Xxxxx, (which consent may be withheld at the sole discretion of BAS and Xxxxxx), i) directly or indirectly, offer, pledge, sell, offer, 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” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer (any securities convertible into or enter into any transaction which is designed to, exercisable or might reasonably be expected to, result in the disposition of), or announce the offering of, exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing 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 or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into (C) any shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) issue shares of its Common Stock or restricted stock units issued or options to purchase its Common Stock, or Common Stock upon exercise granted pursuant to employee benefit plans of optionsthe Company approved by the Board of Directors of the Company, (D) any shares of Common Stock issued pursuant to any stock option, stock bonus or other non-employee director stock plan or arrangement described dividend reinvestment plan referred to in each of the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum, and or (iiE) issue any shares of its Common Stock upon exercise of any warrant outstanding as of the date of this Agreement and identified issued in each of the Disclosure Package and the Prospectus mergers, acquisitions 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 Prospectusbusiness combinations. Notwithstanding the foregoing, if (x1) during the last 17 days of the 9060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 9060-day restricted period, the Company announces that it will issue an earnings 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 9060-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 BAS and Xxxxxx waiveXxxxxxx Xxxxx waives, in writing, such extension. The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension one or more of the restricted periodforegoing covenants or extend the time for their performance.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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 (i) file a registration statement on Form S-8 covering the equity incentive plans described in the Prospectus 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 or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as 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 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 ProspectusBAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-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 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-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, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k6(i) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company Issuer will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 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 Shares or securities exchangeable or exercisable for or that are convertible into shares of or exchangeable for Common Stock Shares (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) issue shares issuance of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, awards 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 employee benefit plans outstanding as of the date hereof and issuances of this Agreement and identified in each 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 Disclosure Package Prospectus with respect to the registration of common shares, preferred shares, debt securities and other securities of the Prospectus Issuer and one or upon exercise and/or conversion of more subsidiaries and (ii) complying with any other exercisable or convertible security registration rights outstanding as of the date of this Agreement and described in each of the Disclosure Package and the Prospectushereof. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company Issuer issues an earnings release or material news or a material event relating to the Company Issuer occurs, or (y) prior to the expiration of the 90-day restricted period, the Company 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, unless BAS and Xxxxxx waive, in writing, such extension. The Company Issuer will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k5(h) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 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)transfer, 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 (ix) issue shares of its Common Stock upon the exercise of warrants by certain Selling Stockholders as described in the Prospectus and (y) 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 each the Prospectus (including the Company’s 2005 Employee Stock Purchase Plan), but only if the holders of the Disclosure Package and the Prospectussuch shares, and (ii) issue options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as such shares or options during such 90-day period without the prior written consent of the date of this Agreement and identified in each Representatives (which consent may be withheld at the sole discretion 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 ProspectusRepresentatives). 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 by this clause Section 3(A)(l) 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx the Representatives (which consent may be withheld at the sole discretion of BAS and Xxxxxxthe 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 16a- 1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which 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 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 Debentures and the underwriting agreement, dated June 4, 2009 between the Company and the underwriters named therein relating to the offering of Offered Shares); ) provided, however, that the Company may (i) 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 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 5(k5(h) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx Citigroup (which consent may be withheld at the sole discretion of BAS and XxxxxxCitigroup), 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 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)transfer, 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 SharesShares or 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 Common Stock issued in connection with private offerings of its Common Stock completed in December 2003 and January 2004); provided, however, that the Company may (i) 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 each of the Disclosure Package and the Prospectus, and (ii) issue but only if the holders of such shares, options, or shares of its Common Stock issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any warrant outstanding as 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 date of this Agreement BAS 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 ProspectusCitigroup). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-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 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-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, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and XxxxxxBAS), 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 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)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 Act to register shares of Common Stock issuable under any stock option, stock bonus or other stock plan or arrangement described in the Prospectus) 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 (i) 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 each of the Disclosure Package and the Prospectus, and but only if (iia) issue the shares of its Common Stock are to be issued upon exercise of any warrant outstanding as stock options that are exempt from the lock-up provisions pursuant to Section 5(m), (b) the holders of the date of this Agreement and identified in each of the Disclosure Package and the Prospectus such shares, options, or shares issued upon exercise and/or conversion of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any other exercisable such shares or convertible security outstanding as options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the date sole discretion of this Agreement and described in each of the Disclosure Package and the ProspectusBAS), 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 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occursrelease, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-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 release; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the occurrence Company would be compliant under Rule 139 of the material news or material event, unless BAS Securities Act and Xxxxxx waive, the Company’s securities are actively traded as defined in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(kRule 101(c)(1) with prior notice of any such announcement that gives rise to an extension Regulation M of the restricted periodExchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS and X.X. Xxxxxx (which consent may be withheld at the sole discretion of either BAS and or X.X. Xxxxxx), 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 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)transfer, 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 issue (i) issue Common Stock upon the exercise of options or warrants outstanding prior to the date of this Agreement or (ii) 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 each of the Disclosure Package and the Prospectus, but only if the holders of such shares or 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 and X.X. Xxxxxx (iiwhich consent may be withheld at the sole discretion of either BAS or X.X. Xxxxxx) issue shares or such options are not exercisable prior to the expiration 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 Prospectussuch 90-day period. 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 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, unless BAS and Xxxxxx waive, in writing, such extension. The that this sentence shall not apply if any research published or distributed by any Underwriter on the Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension would be compliant under Rule 139 of the restricted periodSecurities 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 the date hereof and ending on the 90th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS and Xxxxxx KCM (which consent may be withheld at the sole discretion of BAS and XxxxxxKCM), 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 16a-l(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)transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the 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 Common Shares); provided, however, that the Company may (i) issue shares of its grant Common Stock Share awards or grant options to purchase its Common Stock, or Shares and issue Common Stock Shares upon the exercise of options, in both cases, pursuant to any stock option, stock bonus or other stock plan or arrangement the Equity Compensation Plan described in each of the Disclosure Package and the Prospectus, and 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 90 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue shares Units in connection with the Company’s or a Subsidiary’s acquisition of its properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Stock Shares issuable upon exercise of any warrant outstanding as Units, and (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 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 Equity Compensation Plan 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 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 BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with 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 For a period commencing on the date hereof and ending on the 90th day following of 60 days after the date of the ProspectusProspectus (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 BAS and Xxxxxx (which consent may be withheld at the sole discretion of BAS and Xxxxxx)Representative, 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 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 (A) the Offered Shares to the Common Shares); providedbe sold hereunder, however, that the Company may (iB) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in each of the Disclosure Package and the Prospectus, and or (iiC) issue shares of its Common Stock upon the 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 such options described in each of the Disclosure Package and the Prospectusclause (B). Notwithstanding the foregoing, if (x1) during the last 17 days of the 9060-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period.