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 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer to sell, contract 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition 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 an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the effective date of the ProspectusRegistration Statement (as the same may be extended as described below, (the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion of the Representativesdiscretion), directly or indirectly, sellsell (including, offer to sellwithout limitation, any short sale), offer, 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result infile any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the effective economic disposition Company’s employee benefit plans, in respect of, any shares of Common Stock, options options, rights 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 an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Offered SharesUnits) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that other than (i) the Company may issue shares issuance of its Common Stock or options or other awards to purchase its restricted Common Stock, restricted stock units or options to acquire Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any the Company’s employee benefit plans, qualified stock option, stock bonus option plans or other equity incentive plan or other arrangement plans as such plans are in existence on the date hereof and, described in the ProspectusDisclosure Package, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares ii) issuances of Common Stock upon the exercise or settlement of optionsoptions or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, warrants or investment in, technologies, solutions or other convertible securities outstanding on businesses, provided that the date hereof and disclosed in aggregate number of shares of Common Stock that the Prospectus. Notwithstanding the foregoing, if Company may issue or agree to issue pursuant to this clause (aiii) during the period that begins on the date that is 15 calendar days plus three business days before the last day shall not exceed 5.0% of the Lock-up Period total number of shares of Common Stock issued and ends on outstanding immediately following the last day completion of the Lock-up Periodtransaction contemplated by this Agreement, the Company issues an earnings release and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Periodsuch issuance, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the a lock-up agreements described in agreement consistent with this Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 45 days following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives KCM (which consent may be withheld at the sole discretion of the RepresentativesKCM), directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-l(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition 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, or publicly announce an intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing); provided, however, that the Company may issue shares of its (i) grant Common Stock Share awards or grant options or other awards to purchase its Common Stock, or Shares and issue Common Stock Shares upon the exercise of options, warrants or convertible securitiesin both cases, pursuant to any stock option, stock bonus or other incentive plan or other arrangement the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, but only if provided, that all of the holders of such shares, options or other Common Share awards, options, or shares Common Shares issued upon the exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants Common Shares during such Lock-up Period 45 day period without the prior written consent of the Representatives KCM (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(mKCM), (ii) issue Units in connection with the Company shall be permitted Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 on which it registers shares under the Securities Act with respect to the registration of its Common Stock reserved for issuance pursuant Shares to outstanding options be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and warrants issued the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to present or former employees or directors the primary offering of Common Shares and other securities of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives RBC and Cantor (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or options, rights or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common StockStock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or publicly establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesSecurities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock or issue Securities upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement described in the ProspectusRegistration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such shares, Common Stock or options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, Common Stock or options or warrants during such Lock-up Period without the prior written consent of the Representatives RBC and Cantor (which consent may be withheld at the in its sole discretion of the Representativesdiscretion). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options ADSs, ADRs, or options, rights or warrants to acquire shares of the Common Stock Stock, ADSs, ADRs or securities exchangeable or exercisable for or convertible into shares of Common Stock, ADSs or publicly ADRs (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock, ADSs, ADRs or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock, ADSs, ADRs or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any Common Stock, ADSs, ADRs or Related Securities; (vii) file any registration statement under the Securities Act in respect of the foregoing any Common Stock, ADSs, ADRs or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities or a registration statement on Form S-8 or a successor form thereto); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue shares of its Common Stock or options or other awards to purchase its Common Stock, ADSs, ADRs or options to purchase Common Stock Stock, ADSs, ADRs, or issue Securities upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such sharesCommon Stock, ADSs, ADRs or options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such sharesCommon Stock, ADSs, ADRs or options or warrants during such Lock-up Period without the prior written consent of the Representatives Cantor (which consent may be withheld at in its sole discretion), (C) enter into agreements providing for the sole discretion issuance by the Company of Common Stock, ADSs, ADRs or Related Securities in connection with the acquisition by the Company or any of its subsidiaries of the Representativessecurities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (D) enter into agreements providing for the issuance of Common Stock, ADSs, ADRs or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (C) and (D). Notwithstanding , the restrictions set forth above aggregate number of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (C) and (D) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement, and provided further that, in this Section 3A(mthe case of clauses (C) and (D), the Company shall be permitted cause each recipient of such securities to file a registration statement on Form S-8 on which it registers shares agree in writing with the Underwriters not to sell, offer, dispose of its or otherwise transfer any such Common Stock reserved for issuance pursuant to outstanding Stock, ADSs, ADRs or options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the such Lock-up Period and ends on without the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice consent of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodCantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld at the sole discretion of the RepresentativesUnderwriter), directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition 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 an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Offered Common Shares) or publicly announce the Company’s intention to do any of the foregoing); provided, however, that the Company may file a registration statement on Form S-8 and may 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 bonus, employment agreement or other incentive stock plan or other arrangement described in the Prospectus, but only if a sale, offer, disposal of or other transfer by the holders recipient of any such shares, options or other awardsoptions, or shares issued received upon exercise of such options, warrants would not require a filing or convertible securities public announcement by any party under the Exchange Act in connection with such transfer or distribution. In addition, during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company shall not consent or agree in writing not to sellany manner, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives Underwriter (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(mUnderwriter), to the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares amendment or waiver of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present any agreement or former employees or directors provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company or under the Company’s equity incentive plan and non-employee director stock securityholders to, directly or indirectly, sell, offer, contract or grant any option planto sell, as disclosed pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Prospectus, and shall be permitted to issue Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock upon (other than as contemplated by this Agreement with respect to the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the ProspectusCommon Shares). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock90-up Period and ends on the last day of the Lock-up Period, restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the occurrence of the material news or material event occurs, unless the Representatives waive such extensionevent. The Company will provide the Representatives Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 3(B)(a6(i) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectusthis Agreement, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives Underwriters (which consent may be withheld at the sole discretion of the RepresentativesUnderwriter), directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition 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 an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may may: (1) 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 incentive plan or other arrangement similar securities outstanding as of the date hereof and described in the Time of Sale Prospectus or upon the conversion of securities outstanding as of the date hereof; (2) grant options to purchase shares of its Common Stock pursuant to its benefit plans described in the Time of Sale Prospectus, but only if provided that (i) such options do not vest, in whole or in part, during such 90-day period or (ii) the holders recipients of such grant agrees to be bound by the restrictions described in this Section 3(k); (3) offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or merger with, another company; (4) the issuance of shares of its Common Stock upon conversion of its Notes; (5) the filing of 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 its Common Stock into which the Notes are convertible, provided that, in each case described in clauses (1) through (3) above, it shall be a pre-condition to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options or other awardsoptions, or shares issued upon exercise of such optionsoptions or warrants, warrants or convertible securities agree in writing not to sell, offer, dispose be bound by the terms of or otherwise transfer any such shares, options or warrants during such Locka lock-up Period without agreement to the prior written consent same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Representatives Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (which consent may be withheld at other than a filing on a Form 5 made after the sole discretion expiration of the Representatives)90-day period referred to above. Notwithstanding The foregoing restrictions shall not apply to (i) the restrictions set forth above in Common Shares being offered and sold pursuant to the terms of this Section 3A(m), Agreement or (ii) transactions by any person other than the Company relating to shares of Common Stock acquired in open market transactions after the completion of the offering of the Common Shares contemplated by this Agreement. It is also understood and agreed that the foregoing shall be permitted to file not preclude the Xxxxxxx Water Products, Inc., a subsidiary of the Company, from filing a registration statement on Form S-8 on which it registers S-1 in connection with its proposed initial public offering or offering or selling shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director Series A common stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectusconnection therewith. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock90-up Period and ends on the last day of the Lock-up Period, restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (by) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of the Lock90-up Period, then day period; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occursevent; provided however, unless that this sentence shall not apply if the Representatives waive such extension. The research published or distributed on the Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension is compliant under Rule 139 of the Lock-Up Period or such180-day 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 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company Such Selling Stockholder will not, without the prior written consent of the Representatives (which consent may be withheld at the in their sole discretion of the Representativesdiscretion), directly or indirectly, sell, offer to selloffer, contract to sell, pledge, hypothecate, or grant any option to purchasesell (including without limitation any short sale), transfer or otherwise dispose ofpledge, grant any rights with respect totransfer, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition 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 StockStock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Companyundersigned’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. The foregoing sentence shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the Offering, (ii) the transfer of any or all of the shares of Common Stock owned by any Selling Stockholder, either during his lifetime or on death, by gift, will or intestate succession to the immediate family of such Selling Stockholder or to a trust the beneficiaries of which are exclusively the Selling Stockholder and/or a member or members of his immediate family, (iii) the transfer of any or all of the shares of Common Stock to any direct or indirect affiliates of the Selling Stockholder (as defined in Rule 405 under the Securities Act) or (iv) if the Selling Stockholder is a corporation, partnership or other business entity, (a) in connection with the merger, sale or other bona fide transfer in a single transaction of all or substantially all of such Selling Stockholder’s assets not undertaken for the purposes of avoiding restrictions imposed hereby or (b) as part of a distribution without consideration from such Selling Stockholder to its equity holders on a pro rata basis; provided, however, that in the Company may issue shares case of its (ii), (iii) and (iv), it shall be a condition precedent to such transfer that the transferee executes and delivers to Banc of America Securities LLC and Credit Suisse First Boston LLC an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such Common Stock except in accordance with this Section. This Section 3(B)(a) (including, without limitation, the foregoing two sentences) is not intended to, and shall not be deemed to, apply to any exercise of warrants 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 optionsale of securities to the Underwriters, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, each case as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed contemplated in the Prospectus. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock90-up Period and ends on the last day of the Lock-up Period, restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in by this clause Section 3(B)(a) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodevent.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 60 days (“Lock-Up Period”) following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly, sell(i) offer, offer to pledge, sell, contract to sell, pledge, hypothecate, grant any option to sell, sell any option or contract to purchase, transfer purchase any option or otherwise dispose ofcontract to sell, grant any rights with respect tooption, right or file a registration statement with the Commission in respect of, warrant to purchase or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-l(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition oftransfer, any Preferred Shares or any preferred shares of Common Stock, ranking on par with or senior to the Preferred Shares or any options or warrants to acquire shares of the Common Stock Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares of Common Stock, ranking on par with or publicly announce an intention senior to do any of the foregoing Preferred Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or such parity or senior preferred shares, whether any such swap or transaction described in clause (i) or publicly (ii) above is to be settled by delivery of Preferred Shares, such parity or senior preferred shares, in cash or otherwise, or (iii) announce the Company’s intention offering of, or file or cause to do be filed any registration statement under the Securities Act with respect to, any Preferred Shares or any preferred shares ranking on par with or senior to the Preferred Shares or any options or warrants to acquire Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares, except (with respect to this clause (iii)) for the filing of the foregoing; a “universal” shelf registration statement on Form S-3 and any amendments thereto, provided, however, that the Company may issue shares of its Common Stock or options or other awards shall otherwise remain subject 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m)3(l) during the Lock-Up Period with respect to the offer, sale or issuance of any Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Company Preferred Shares registered thereunder. The foregoing sentence shall not apply to the Shares to be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectussold hereunder. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock-up Up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (b2) prior to the expiration of the Lock-up Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 1516-day period beginning on the last day of the Lock-up Up Period, then the restrictions imposed in this clause (l) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodevent.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date The Company will not, will cause each of the ProspectusSubsidiaries not to, and will cause each of their directors, officers and beneficial owners of greater than five percent (5%) of their respective capital stock to enter into agreements (the “"Lock-up Period”Up Agreements") substantially in the Company form of Exhibit B to the effect that each of them will not, without the prior written consent of the Representatives Stifxx, Xxxxxxxx & Xompany, Incorporated (which consent may be withheld at the sole discretion of Stifxx, Xxxxxxxx & Xompany, Incorporated), during the Representatives)period of 180 days following the date of the Prospectus, directly or indirectly, sell, offer to selloffer, 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 or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, Shares, Warrants or Units, options or warrants to acquire shares of the Common Stock Stock, Shares, Warrants or Units or securities exchangeable or exercisable for or convertible into shares of Common Stock, Shares, Warrants or publicly announce an intention to do any of the foregoing Units (other than as contemplated by this Agreement with respect to the Offered Shares) Units and other than a registration statement on Form S-8 with respect to any stock option plan, stock bonus or publicly announce other stock plan or arrangement described in the Company’s intention to do any of the foregoingProspectus); provided, however, that pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, the Company may 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awardsoptions, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such Lock-up Period 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.Stifel,

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the Prospectus, Prospectus (the “Lock-up Standstill Period”) ), as extended as described below, the Company will not, without the prior written consent of the Representatives Wxxxxxxxxx (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend any option to purchase, transfer Common Stock or otherwise dispose of, grant Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act under applicable securities exchangeable laws in respect of any Common Stock or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of its Common Stock or options or other awards to purchase its shares of Common StockStock or restricted stock units or similar equity securities, or issue shares of Common Stock upon the exercise of options, warrants restricted stock units or convertible securitiessimilar equity securities to employees, officers or directors of the Company, pursuant to any stock optionoptions, stock share bonus or other share plan or arrangement pursuant to an incentive plan or other arrangement in effect on the date hereof and described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m)Registration Statement, the Company shall be permitted to Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8 on which it registers shares in respect of its Common Stock reserved for issuance the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity an incentive plan in effect on the date hereof and non-employee director stock option plan, as disclosed described in the Registration Statement Time of Sale Prospectus and the Prospectus, and shall be permitted to ; (D) issue any shares of Common Stock upon the exercise of options, warrants an option or other warrant or upon the conversion of a convertible securities security outstanding on the date hereof and disclosed referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Notwithstanding the foregoing, if (a) during the period provided that begins on such securities have not been amended since the date that is 15 calendar days plus three business days before of this Agreement to increase the last number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; (E) after the 60th day following the date of the Lock-up Period and ends Prospectus file a new “universal shelf” registration statement on the last day of the Lock-up Period, Form S-3 solely for new primary offerings by the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to following the expiration of the Lock-up Standstill Period, ; and (F) issue any shares of capital stock of the Company announces that it will release earnings results during the 15-day period beginning on the last day or securities convertible into shares of capital stock of the Lock-up PeriodCompany that are issued as consideration in an acquisition, then the restrictions imposed in this clause shall continue to apply until the expiration merger or similar strategic transaction approved by a majority of the date disinterested directors of the Company, provided that is 15 calendar days plus three business such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date on of this Agreement, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the issuance Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the earnings release foregoing, “Related Securities” shall mean any options or the material news warrants or material event occursother rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject or to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period acquire other securities or such180-day restricted periodrights ultimately exchangeable or exercisable for, or convertible into, Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Xxxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or options, rights or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common StockStock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or publicly establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesShares or (B) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue shares of its Common Stock upon the conversion of convertible notes or the exercise of issued and outstanding warrants described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (C) issue Common Stock or options or other awards to purchase its Common Stock, or Common Stock or issue Securities upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, and (D) following the 60th day following the date of the Prospectus, but only if enter into an agreement establishing an “at-the-market” equity offering program for shares of Common Stock; provided that no shares may be issued under such a program during the holders Lock-up Period, provided, further, that each newly appointed director or executive officer that is a recipient of such shares, Common Stock or options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree shall enter into a Lock-Up Agreement in writing the form set forth as Exhibit B hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, Common Stock or options or warrants during such Lock-up Period without the prior written consent of the Representatives Xxxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion of the Representativesdiscretion). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 60th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld at the in its sole discretion of the Representatives), directly or indirectly, discretion): (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant lend or in any option to purchase, way transfer or otherwise dispose of, grant of any rights with respect to, Common Stock or file a registration statement with the Commission in respect ofRelated Securities (as defined below); (ii) effect any short sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable Related Securities; (iii) pledge, hypothecate or exercisable for grant any security interest in any Common Stock or convertible Related Securities; (iv) enter into shares any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common StockStock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or publicly otherwise; (v) announce an intention to do the offering of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (vii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of the Conversion Shares upon conversion of the Securities), (B) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or issue Common Stock upon the exercise of options, warrants or convertible securitiesany options to purchase Common Stock, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, but only if (C) issue Common Stock pursuant to the holders terms of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible any securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives Company outstanding on the date hereof and any indentures governing such securities, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to D) file a registration statement on Form S-8 on which it registers shares of its or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock reserved for issuance or any other of our equity-based securities issuable pursuant to outstanding options any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and warrants issued (E) file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to present such forms, related to any Common Stock or former employees any other of our equity securities issuable in connection with any merger, acquisition or directors other business combination, provided that three days’ advance notice of such filing is provided to Jefferies and provided, further, that the Company aggregate amount of any Common Stock or under any other of the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in securities issuable pursuant to this clause (F) shall not exceed 5% of the Prospectus, and shall be permitted to issue shares of Common Stock upon outstanding as of the exercise date hereof. For purposes of optionsthe foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities outstanding on the date hereof and disclosed in the Prospectusor rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. Notwithstanding the foregoing, if If (ai) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock60-day initial lock-up Period and ends on the last day of the Lock-up Periodperiod, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; Company, or (bii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of such period, then in each case the Lock-up Period, then the restrictions imposed in this clause shall continue to apply Period will be extended until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the announcement of the material news or material event occursevent, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the Representatives waive publication of research prior to or after termination of a lock-up, such extensionextension shall not apply. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) Representative with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodup Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 60th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld at the in its sole discretion of the Representatives), directly or indirectly, discretion): (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant lend or in any option to purchase, way transfer or otherwise dispose of, grant of any rights with respect to, Common Stock or file a registration statement with the Commission in respect ofRelated Securities (as defined below); (ii) effect any short sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable Related Securities; (iii) pledge, hypothecate or exercisable for grant any security interest in any Common Stock or convertible Related Securities; (iv) enter into shares any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common StockStock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or publicly otherwise; (v) announce an intention to do the offering of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (vii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of the Conversion Shares upon conversion of the Securities), (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or issue Common Stock upon the exercise of options, warrants or convertible securitiesany options to purchase Common Stock, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, but only if (D) issue Common Stock pursuant to the holders terms of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible any securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives Company outstanding on the date hereof and any indentures governing such securities, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to E) file a registration statement on Form S-8 on which it registers shares of its or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock reserved for issuance or any other of our equity-based securities issuable pursuant to outstanding options any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and warrants issued (F) file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to present such forms, related to any Common Stock or former employees any other of our equity securities issuable in connection with any merger, acquisition or directors other business combination, provided that three days’ advance notice of such filing is provided to Jefferies and provided, further, that the Company aggregate amount of any Common Stock or under any other of the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in securities issuable pursuant to this clause (F) shall not exceed 5% of the Prospectus, and shall be permitted to issue shares of Common Stock upon outstanding as of the exercise date hereof. For purposes of optionsthe foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities outstanding on the date hereof and disclosed in the Prospectusor rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. Notwithstanding the foregoing, if If (ai) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock60-day initial lock-up Period and ends on the last day of the Lock-up Periodperiod, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; Company, or (bii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of such period, then in each case the Lock-up Period, then the restrictions imposed in this clause shall continue to apply Period will be extended until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the announcement of the material news or material event occursevent, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the Representatives waive publication of research prior to or after termination of a lock-up, such extensionextension shall not apply. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) Representative with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodup Period.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 180 days from the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, offer, sell, offer to sellassign, transfer, pledge, contract 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange ActAct or otherwise transfer or dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock, or be announce the subject of any hedging, short sale, derivative or other transaction that is designed tooffering of, or reasonably expected to lead to, or result in, file any registration statement under the effective economic disposition 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 an intention to do any without the prior written consent of MCF, other than the sale of the foregoing (other than as contemplated by this Agreement with respect Firm Shares hereunder. Notwithstanding anything in the preceding sentence to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; providedcontrary, however, that the Company may may: (1) file a registration statement on Form S-8 and 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 under any stock option, stock bonus or other incentive stock plan or other arrangement existing on the date hereof or described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such Lock180-up Period day period without the prior written consent of the Representatives MCF; and (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to 2) issue shares of Common Stock upon (or securities convertible into or exercisable or exchange for shares of Common Stock) in connection with a strategic partnership, joint venture, collaboration, lending or similar arrangement, or in connection with the exercise acquisition or license by the Company of optionsany business, warrants products or other technologies, provided that (A) such shares or shares into which the securities are convertible into or exercisable or exchangeable for (and treating these securities as if converted into or exercised or exchanged for shares of Common Stock) do not exceed 5% of the shares of Common Stock outstanding on immediately following the date hereof sale of the Firm Shares, and disclosed (B) the transferee shall furnish to the Representatives, prior to any such transfer, a letter, substantially in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day form of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extensionExhibit A hereto. The Company will provide the Representatives cause each officer, director and each individual subject stockholder listed in Schedule III hereto to furnish to the 180-day restricted period pursuant Representatives, prior to the lock-up agreements described First Closing Date, a letter, substantially in Section 3(B)(a) with prior written notice the form of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodExhibit A hereto.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusEffective Date, (the “Lock-up Period”) the Company will shall not, without the prior written consent of the Representatives Purchaser (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend any option to purchase, transfer Ordinary Shares or otherwise dispose of, grant Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a 1(b) under the Exchange Act) of the Ordinary Shares or Related Securities; (iii) pledge, hypothecate or be the subject grant any security interest in any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any hedgingOrdinary Shares or Related Securities; (v) enter into any swap, short salehedge or similar arrangement or agreement that transfers, derivative in whole or other transaction that is designed to, or reasonably expected to lead to, or result inin part, the effective economic disposition ofrisk of ownership of any Ordinary Shares or Related Securities, regardless of whether any shares such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of Common Stock, options any Ordinary Shares 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 an intention to do any of the foregoing Related Securities; (other than as contemplated by this Agreement with respect to the Offered Sharesvii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, and (B) issue shares of its Common Stock Ordinary Shares or options or other awards to purchase its Common StockOrdinary Shares, or Common Stock issue Ordinary Shares upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement described in the ProspectusSEC Reports and ASX Announcements; or (viii) prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, but only if other than the holders Registration Statement, any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8 or, in connection with an acquisition, on Form S-4. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with the SEC a registration statement relating to an offering of Ordinary Shares by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such sharesstockholders. For purposes of the foregoing, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer “Related Securities” shall mean any such sharesADSs, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, including but not limited to ADSs, or to acquire other securities outstanding on or rights ultimately exchangeable or exercisable for, or convertible into, Ordinary Shares or ADSs. This Section 6.8 does not apply to or in any way restrict the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodExcepted Issue.

Agreement Not to Offer or Sell Additional Securities. (I) During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or options, rights or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common StockStock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or publicly establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesSecurities or (B) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue shares of its Common Stock upon the conversion of convertible notes or the exercise of issued and outstanding warrants described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, and (C) issue Common Stock or options or other awards to purchase its Common Stock, or Common Stock or issue Securities upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement described in the ProspectusRegistration Statement, but only if the holders Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, provided, further, that each newly appointed director or executive officer that is a recipient of such shares, Common Stock or options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree shall enter into a Lock-Up Agreement in writing the form set forth as Exhibit D hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, Common Stock or options or warrants during such Lock-up Period without the prior written consent of the Representatives PSC (which consent may be withheld at in its sole discretion). (II) From the sole discretion date hereof until the first anniversary of the Representatives). Notwithstanding First Closing Date, without the restrictions set forth above in this Section 3A(m)prior written consent of the Representative, the Company shall be permitted prohibited from effecting or entering into an agreement to file a registration statement on Form S-8 on which it registers shares effect any issuance by the Company or any of its subsidiaries of Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors any securities of the Company or under its subsidiaries which would entitle the Company’s holder thereof to acquire at any time Common Stock (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity incentive plan and non-employee director stock option plansecurities that are convertible into, as disclosed in exchangeable or exercisable for, or include the Prospectus, and shall be permitted right to issue receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the exercise occurrence of optionsspecified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, warrants or other convertible effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities outstanding on the date hereof and disclosed in the Prospectusat a future determined price. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives may enter into and each individual subject to the 180-day restricted period effect sales pursuant to the lockan at–the-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of market offering facility following the Lock-Up Period or such180-day restricted periodPeriod. The Representative shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Agreement Not to Offer or Sell Additional Securities. (I) During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or options, rights or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common StockStock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or publicly establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; Securities or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.B)

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 90 days after the date of the Prospectus, Prospectus (the “Lock-up Period”) ), the Company will notnot (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or any other Company securities, or sell or grant options, rights or warrants with respect to any such shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other securities (other than the grant of options pursuant to option plans existing on the date hereof), (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Common Stock or other securities, whether any such transaction described in in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Representatives Representative. The foregoing restriction shall not apply to (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer to sell, contract 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition 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 an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to a) the Offered SharesShares to be sold hereunder; (b) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or any securities convertible into or exercisable or exchangeable for Common Stock or other convertible securities outstanding on required to be issued pursuant to contractual obligations of the Company in effect as of the date hereof and disclosed of this Agreement; or (c) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued pursuant to employee benefit or purchase plans in effect as of the Prospectusdate of this Agreement or pursuant to bona fide employee benefit or purchase plans established during this period. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock90-up Period and ends on the last day of the Lock-up Periodrestricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b2) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in by this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodevent.

Agreement Not to Offer or Sell Additional Securities. During the The Company shall refrain during a period commencing on the date hereof and ending on the 180th day following of 60 days from the date of the Prospectus, (the “Lock-up Period”) the Company will notFinal Offering Memorandum, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Representative, from, directly or indirectly, sell(i) offering, offer pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, pledge, hypothecate, grant granting any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with for the Commission in respect sale of, or establish otherwise disposing of or increase a put equivalent position transferring (or liquidate entering into any transaction or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that device which is designed to, or reasonably could be expected to lead to, or result in, in the effective economic disposition by any person at any time in the future of), any shares share of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock (including units of limited partnership interest in Caplease, LP) or convertible into shares of Common Stocksuch securities, or publicly announce an intention filing any registration statement under the Securities Act with respect to do any of the foregoing foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or such other securities, 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 (other than as contemplated by this Agreement and the Registration Rights Agreement with respect to the Offered Conversion Shares) or publicly announce the Company’s intention to do any of the foregoing); provided, however, that the Company may (A) issue securities pursuant to the Company’s 2004 Stock Incentive Plan, as it may be amended and restated from time to time, (B) file or amend a registration statement on Form S-8 relating to the Company’s 2004 Stock Incentive Plan, as it may be amended and restated from time to time, (C) issue shares of its Common Stock pursuant to the Company’s existing dividend reinvestment and stock purchase plan, and (D) issue shares of 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree (including units of limited partnership interest in writing not to sellCaplease, offer, dispose of LP) as consideration in a bona fide merger or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under acquisition transaction by the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During a period of one hundred eighty (180) days from the period commencing date set forth on the date hereof and ending on the 180th day following the date cover page of the Prospectus, Prospectus (the “LockInitial Lockup-up Period”) ), the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Representative, directly or indirectly: (i) offer, sell, offer to sell, contract to sell, pledge, hypothecatesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, lend or otherwise transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares share of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock or convertible into shares of Common Stock, or publicly announce an intention to do file any of registration statement under the foregoing (other than as contemplated by this Agreement Securities Act with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; or (ii) enter into any swap, hedge or any other arrangement that transfers, in whole or in part, 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 issuances of restricted Common Stock pursuant to 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 and (C) the filing of a registration statement on Form S-8 under the Securities Act registering the Common Stock issuable pursuant to clauses (A) and (B) above; provided, however, that the Company may 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock-up Period and ends on the last day of the Initial Lock-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 (b2) prior to the expiration of the Initial Lock-up Period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of the Initial Lock-up 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 date that is 15 calendar days plus three business days after 18-day period beginning on the date on which the issuance of release of the earnings release results or the public announcement of the other material news or material event occursevent, as applicable, unless the Representatives waive Representative waives in writing such extensionextension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the has obtained lock-up agreements described substantially in Section 3(B)(athe form of EXHIBIT A hereto (the “Lock-up Agreement”) with prior written notice of from (i) each person that owns any such announcement that gives rise to an extension Common Stock, preferred stock, options for Common Stock or any other capital stock of the Lock-Up Period or such180-day restricted periodCompany and (ii) each officer, director and stockholder of the Acquired Companies who will become a stockholders in the Company upon consummation of the Pending Acquisitions, other than as agreed to by the Representative.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Jefferies and BMO (which consent may be withheld at the in their sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sellsell or lend any share capital of the Company, pledgewhether in the form of ordinary shares, hypothecate, grant any option to purchase, transfer preferred shares or otherwise dispose of, grant (“Share Capital”) or Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a‑1(b) under the Exchange Act, or be the subject ) of any hedgingShare Capital or Related Securities; (iii) pledge, short salehypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital or Related Securities; (v) enter into any swap, derivative hedge or other transaction similar arrangement or agreement that is designed totransfers, in whole or reasonably expected to lead to, or result inin part, the effective economic disposition ofrisk of ownership of any Share Capital or Related Securities, regardless of whether any shares such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of Common Stock, options any Share Capital or warrants to acquire shares Related Securities; (vii) file any registration statement under the Securities Act in respect of the Common Stock any Share Capital or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue shares Share Capital of its Common Stock the Company or options or other awards to purchase its Common StockShare Capital of the Company, or Common Stock issue Share Capital of the Company upon the exercise of options, warrants or convertible securities, pursuant to any stock share option, stock share bonus or other equity incentive or employee share purchase plan or other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such shares, capital stock of the Company or options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, capital stock or options or warrants during such Lock-up Period without the prior written consent of the Representatives Jefferies and BMO (which consent may be withheld at the in their sole discretion discretion), (C) issue Share Capital of the Representatives). Notwithstanding Company in connection with any joint venture, commercial or collaborative relationship or the restrictions set forth above acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition, provided, however, in the case of this Section 3A(mclause (C), (x) such Share Capital shall not in the Company shall be permitted aggregate exceed 7.5% of the number of Ordinary Shares outstanding immediately prior to file giving effect to such issuance and (y) the recipients thereof provide to the Representatives a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options Lock-Up Agreement, (D) issue Ordinary Shares and warrants issued in a private placement to present X. Xxxxx Dermatology Ltd. as described in the Prospectus (including the underlying Ordinary Shares upon exercise such warrants) and (E) issue Warrant Shares in connection with the exercise of the Offered Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or former employees or directors warrants evidencing Share Capital of the Company or under other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectusor to acquire other securities or rights ultimately exchangeable or exercisable for, and shall be permitted to issue shares of Common Stock upon the exercise of optionsor convertible into, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day Share Capital of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodCompany.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 60th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Rxxxxxx Jxxxx (which consent may be withheld at the in their sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend any option to purchase, transfer Common Shares or otherwise dispose of, grant Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedgingCommon Shares or Related Securities; (iii) pledge, short salehypothecate or grant any security interest in any Common Shares or Related Securities; (iv) in any other way transfer or dispose of any Common Shares or Related Securities; (v) enter into any swap, derivative hedge or other transaction similar arrangement or agreement that is designed totransfers, in whole or reasonably expected to lead to, or result inin part, the effective economic disposition ofrisk of ownership of any Common Shares or Related Securities, regardless of whether any shares such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock, options Shares or warrants to acquire shares Related Securities; (vii) file any registration statement under the Securities Act or prospectus in Canada under applicable securities laws in respect of the any Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and Warrant Shares); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of its Common Stock Shares or options or other awards to purchase its Common StockShares or restricted stock units or similar equity securities, or issue Common Stock Shares upon the exercise of options, warrants restricted stock units or convertible similar equity securities, pursuant to any stock optionoptions, stock share bonus or other incentive share plan or other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if ; (C) issue Common Shares upon the holders of such shares, options or other awards, or shares issued upon exercise of such optionsoutstanding warrants, warrants convertible debentures and other outstanding instruments convertible into or convertible securities agree in writing not to sell, offer, dispose of exercisable or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives exchangeable for Common Shares; (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to D) file a registration statement on Form S-8 on which it registers shares S-8; (E) issue or sell Common Shares or Related Securities to a third party as part of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or former employees distribution arrangement, a collaboration agreement or directors license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or under other assets of another person or entity; provided, however, that in the case of clause (E), such Common Shares shall not in the aggregate exceed 10% of the Company’s equity incentive plan outstanding Common Shares after giving effect to the sale of the Securities contemplated by this Agreement; (F) issue Common Shares or Related Securities in connection with the settlement of any litigation, claims or other disputes, or in satisfaction of any judgments or other awards, in each case as described in the Registration Statement, the Time of Sale Prospectus and non-employee director stock option plan, as disclosed in the Prospectus, as agreed to by the Company and Rxxxxxx Jxxxx on the date hereof; (G) offer, grant, issue or sell Common Shares, Related Securities or debt securities in connection with the refinancing or an amendment to the terms of the Company’s outstanding debt to K2 HealthVentures LLC; provided, however, that in the case of clause (G), such Common Shares shall be permitted not in the aggregate exceed 5% of the Company’s outstanding Common Shares after giving effect to the sale of the Securities contemplated by this Agreement; (H) issue shares Common Shares and Related Securities pursuant to the Concurrent Registered Direct Offering; and (I) issue Common Shares and Related Securities under that certain Open Market Sale AgreementSM, dated August 26, 2022, by and between the Company and Jxxxxxxxx LLC. For purposes of Common Stock upon the exercise of optionsforegoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, or to acquire other securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoingor rights ultimately exchangeable or exercisable for, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Periodor convertible into, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodCommon Shares.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 60 days following the date of the Prospectushereof, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), (i) directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1 under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options Stock or warrants to acquire shares any securities of the Common Stock or securities Company exchangeable or exercisable for or convertible into Common Stock of the Company, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of 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 Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated Stock issued by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants an option or convertible securities, pursuant to any stock option, stock bonus warrant or other incentive plan or other arrangement described in the Prospectus, but only if the holders conversion of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities security outstanding on the date hereof and disclosed referred to in the Registration Statement, the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (aC) during the period that begins on the date that is 15 calendar days plus three business days before the last day any shares of Common Stock, restricted stock, restricted stock units, performance units or other equity-based awards issuable or issued, or options to purchase Common Stock to be granted or granted, pursuant to an existing employee benefit plan of the Lock-up Period and ends on Company referred to in the last day of the Lock-up PeriodRegistration Statement, the Company issues an earnings release Disclosure Package and the Prospectus or material news or a material event relating to (D) any shares of Common Stock issued by the Company occurs; or (b) prior to the expiration in connection with that certain Purchase and Sale Agreement, dated as of the Lock-up PeriodOctober 17, 2016, by and between the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodQStar LLC.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend 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 or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or options, rights or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common StockStock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or publicly establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Shares, (B) with respect to the Registration Statement on Form S-3 (No. 333-234769) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock or issue Securities upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement described in the ProspectusRegistration Statement, but only if the holders Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, provided, further, that each newly appointed director or executive officer that is a recipient of such shares, Common Stock or options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree shall enter into a Lock-Up Agreement in writing the form set forth as Exhibit B hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, Common Stock or options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the in its sole discretion of the Representativesdiscretion). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 90 days following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Representatives FBW (which consent may be withheld at the sole discretion of the RepresentativesFBW), directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition 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 an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Offered Common 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 incentive plan or other arrangement outstanding on the date hereof and described in the Prospectus, but only if the holders of such shares, (ii) grant options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its purchase Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants in both cases, pursuant to any stock option plan or other convertible securities outstanding on the date hereof and disclosed arrangement described in the Prospectus. Notwithstanding , (iii) issue shares of Common Stock under the foregoingDRIP, if (aiv) during the period that begins on the date that is 15 calendar days plus three business days before the last day issue shares of Common Stock (or securities convertible into Common Stock) in payment of all or a portion of the Lockpurchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of such shares enters into a lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant agreement with terms substantially equivalent to the lock-up agreements delivered to the Representative pursuant to Section 5(h), (v) file amendments and/or supplements to the Company’s previously filed registration statement relating to the Company’s July 2000 offering of 300,000 units consisting of shares of common stock and warrants for the purpose of updating any prospectus forming a part of such registration statement, (vi) issue shares of Common Stock under the circumstances and in the manner contemplated under the Agreement to Remodel Office Building in Exchange for Stock, dated November 6, 2000, among the Arlington Building Partnership, AmeriVest Properties Texas Inc., Woodhaven Management Corporation, Mxxxxxx 2000, LLC and the Company and (vii) issue shares of Common Stock upon exercise of its option to purchase units of Keystone AmeriVest LLC, as described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodProspectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 120th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Canaccord (which consent may be withheld at the in their sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend any option to purchase, transfer shares of Common Stock or otherwise dispose of, grant Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common StockStock or Related Securities; (iii) pledge, options hypothecate or warrants to acquire grant any security interest in any shares of the Common Stock or securities exchangeable Related Securities; (iv) in any other way transfer or exercisable for or convertible into dispose of any shares of Common StockStock or Related Securities; (v) enter into any swap, hedge or publicly similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce an intention to do the offering of any shares of Common Stock or Related Securities; (vii) file any registration statement under the foregoing Securities Act in respect of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities or, with respect to registration statements filed by the Company with the Commission prior to the date hereof, any amendments to such previously-filed registration statements, provided, however, that no such amendment may increase the amount or number of shares registered on such registration statements); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue (A) effect the transactions contemplated hereby, including the issuance of the Warrant Shares, (B) file one or more registration statements on Form S-8 to register 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 in connection with stock option, stock bonus or other incentive stock plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.described

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the effective date of the ProspectusRegistration Statement (as the same may be extended as described below, (the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion of the Representativesdiscretion), directly or indirectly, sellsell (including, offer to sellwithout limitation, any short sale), offer, 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 or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the Securities Act (except for (a) a registration statement on Form S-8 relating to the Company’s employee benefit plans and (b) post-effective economic disposition amendments to the Company’s existing registration statements as may be necessary to update the prospectus contained therein pursuant to Rule 10(a)(3) under the Securities Act and the Securities Act Regulations and maintain their effectiveness under the Securities Act) in respect of, any shares of Common Stock, options options, rights 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 an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that other than (i) the Company may issue shares issuance of its Common Stock or options or other awards to purchase its restricted Common Stock, restricted stock units or options to acquire Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any the Company’s employee benefit plans, qualified stock option, stock bonus option plans or other equity incentive plan or other arrangement plans as such plans are in existence on the date hereof and, described in the ProspectusDisclosure Package, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares ii) issuances of Common Stock upon the exercise or settlement of options, options or warrants or other the conversion of convertible securities securities, in each case, as disclosed as outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding Prospectus and (iii) issuances of securities in connection with the foregoingacquisition of, if or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (aiii) during the period that begins on the date that is 15 calendar days plus three business days before the last day shall not exceed 5.0% of the Lock-up Period total number of shares of Common Stock issued and ends on outstanding immediately following the last day completion of the Lock-up Periodtransaction contemplated by this Agreement, the Company issues an earnings release and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Periodsuch issuance, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the a lock-up agreements described in agreement consistent with this Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the Prospectus, Final Offering Memorandum (the “"Lock-up Up Period”) "), the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer to selloffer, 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 or increase a an open "put equivalent position position" or liquidate or decrease a "call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition 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 an intention to do any of the foregoing Stock (other than as contemplated by this Agreement and the Registration Rights Agreement with respect to the Offered Notes and the Conversion Shares) or publicly announce the Company’s intention to do any of the foregoing); provided, however, that the Company may issue foregoing restrictions do not apply to (i) shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock issued upon the exercise of optionsoptions granted under stock option plans existing on the date hereof, warrants (ii) grants of Common Stock, restricted common stock or convertible securitiesrestricted stock units in accordance with the terms of a plan in effect on the date hereof, pursuant to any stock option, stock bonus (iii) shares of Common Stock (or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree relating to shares of Common Stock) issued in writing connection with a bona fide merger or acquisition transaction, (iv) the offer, issuance or sale of securities pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan existing on the date hereof (the "DRIP") (provided that the Company agrees not to sell, offer, dispose of or otherwise transfer permit investments greater than $20,000 by any such shares, options or warrants single investor under the DRIP during such the Lock-up Period without the prior written consent of the Representatives Up Period) or (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue v) shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period issued pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodManagement Agreement.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 180th 90th day following the date of the Prospectus, Prospectus (the “Lock-up Up Period”) ), the Company will not, without the prior written consent of the Representatives Xxxxxxxxxx (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend any option to purchase, transfer Common Stock or otherwise dispose of, grant Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act under applicable securities exchangeable laws in respect of any Common Stock or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of its Common Stock or options or other awards to purchase its shares of Common StockStock or restricted stock units or similar equity securities, or issue shares of Common Stock upon the exercise of options, warrants restricted stock units or convertible similar equity securities, pursuant to any stock optionoptions, stock share bonus or other share plan or arrangement pursuant to an incentive plan or other arrangement in effect on the date hereof and described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m)Registration Statement, the Company shall be permitted to Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8 on which it registers shares in respect of its Common Stock reserved for issuance the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity an incentive plan in effect on the date hereof and non-employee director stock option plan, as disclosed described in the Registration Statement Time of Sale Prospectus and the Prospectus, and shall be permitted to ; (D) issue any shares of Common Stock upon the exercise of options, warrants an option or other warrant or upon the conversion of a convertible securities security outstanding on the date hereof and disclosed referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Notwithstanding the foregoing, if ; (aE) during the period that begins on the date that is 15 calendar days plus three business days before the last day issue any shares of capital stock of the Lock-up Period and ends on the last day Company or securities convertible into shares of capital stock of the Lock-up PeriodCompany that are issued as consideration in an acquisition, the Company issues an earnings release merger or material news or similar strategic transaction approved by a material event relating to the Company occurs; or (b) prior to the expiration majority of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day disinterested directors of the Lock-up PeriodCompany, then provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the restrictions imposed filing of any registration statement in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business connection therewith within ninety (90) days after the date on of this Agreement, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the issuance Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (F) issue the Underwriter Warrants and the shares of Common Stock issuable upon the exercise of such Underwriter Warrants. For purposes of the earnings release foregoing, “Related Securities” shall mean any options or the material news warrants or material event occursother rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject or to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period acquire other securities or such180-day restricted periodrights ultimately exchangeable or exercisable for, or convertible into, Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the ProspectusOther than as contemplated by this Agreement, (the “Lock-up Period”) the Company such Selling Stockholder will not, without the prior written consent of the Representatives BAS (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, sell, offer to selloffer, contract to sell, pledge, hypothecate, or grant any option to purchasesell (including without limitation any short sale), transfer or otherwise dispose ofpledge, grant any rights with respect totransfer, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition 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 StockStock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Companysuch Selling Stockholder’s intention to do any of the foregoing; provided, however, that the Company may 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 incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file for a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding period commencing on the date hereof and disclosed in continuing through the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins close of trading on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business 21 days after the date on which the issuance of the earnings release Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder’s immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that in each case of a transfer pursuant to clauses (A) — (D), or an exercise of any option pursuant to clause (E), of this sentence, the transferee (or the material news or material event occurs, unless Selling Stockholder as the Representatives waive such extension. The Company will provide optionee in the Representatives and each individual subject case of clause (E)) shall have agreed to be bound by the 180-day restricted period pursuant to the lock-up agreements restrictions on transfer described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodherein.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company shall not issue any new shares of Common Stock, and each of the Company and Xxxxxx Industries will not, without the prior written consent of the Representatives each of Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated (which consent may be withheld at the sole discretion of the RepresentativesBanc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated, respectively), directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act (other than the filing of a registration statement for the registration of shares of Common Stock pursuant to the Company’s employee benefit plans described in 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, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that that: (1) Xxxxxx Industries may convert shares of the Company’s Series B Common Stock, par value $.01 per share, into shares of Common Stock; (2) the Company may 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, similar securities outstanding as of the date hereof and described in the Prospectus or upon the conversion of securities outstanding as of the date hereof; (3) the Company may grant shares of its Common Stock or options to purchase shares of its Common Stock pursuant to any stock option, stock bonus or other incentive plan or other arrangement its benefit plans described in the Prospectus, but only if provided that (i) such options do not vest, in whole or in part, during such 180-day period or (ii) the holders recipients of such grant agrees to be bound by the restrictions described in this Section 3(m); (4) the Company may offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or merger with, another company, provided that the recipients of such common stock agrees to be bound by the restrictions described in this paragraph for the remainder of such 180-day period; (5) the Company may acquire shares of Common Stock in open market transactions after the completion of the offering of Shares contemplated by this Agreement and reissue such acquired shares to its employees pursuant to its 2006 Employee Stock Purchase Plan described in the Prospectus, provided that, in each case described in clauses (1) through (3) above, it shall be a pre-condition to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options or other awardsoptions, or shares issued upon exercise of such optionsoptions or warrants, warrants or convertible securities agree in writing not to sell, offer, dispose be bound by the terms of or otherwise transfer any such shares, options or warrants during such Locka lock-up Period without agreement to the prior written consent same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit C shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Representatives Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (which consent may be withheld at other than a filing on a Form 5 made after the sole discretion expiration of the Representatives)180-day period referred to above. Notwithstanding The foregoing restrictions shall not apply to (i) the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance Shares being offered and sold pursuant to outstanding options and warrants issued to present the terms of this Agreement or former employees or directors of (ii) transactions by any person other than the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Prospectus, and shall be permitted Xxxxxx Industries relating to issue shares of Common Stock upon acquired in open market transactions after the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day completion of the Lock-up Period and ends on the last day offering of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in Shares contemplated by this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodAgreement.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 180th 60th day following the date of the Prospectus, Prospectus (the “Lock-up Standstill Period”) ), as extended as described below, the Company will not, without the prior written consent of the Representatives Xxxxxxxxxx (which consent may be withheld at the in its sole discretion of the Representativesdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant sell or lend any option to purchase, transfer Common Stock or otherwise dispose of, grant Related Securities (as defined below); (ii) effect any rights with respect to, or file a registration statement with the Commission in respect ofshort sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act under applicable securities exchangeable laws in respect of any Common Stock or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (viii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of its Common Stock or options or other awards to purchase its shares of Common StockStock or restricted stock units or similar equity securities, or issue shares of Common Stock upon the exercise of options, warrants restricted stock units or convertible securitiessimilar equity securities to employees, officers or directors of the Company, pursuant to any stock optionoptions, stock share bonus or other share plan or arrangement pursuant to an incentive plan or other arrangement in effect on the date hereof and described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m)Registration Statement, the Company shall be permitted to Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8 on which it registers shares in respect of its Common Stock reserved for issuance the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity an incentive plan in effect on the date hereof and non-employee director stock option plan, as disclosed described in the Registration Statement Time of Sale Prospectus and the Prospectus, and shall be permitted to ; (D) issue any shares of Common Stock upon the exercise of options, warrants an option or other warrant or upon the conversion of a convertible securities security outstanding on the date hereof and disclosed referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Notwithstanding the foregoing, if (a) during the period provided that begins on such securities have not been amended since the date that is 15 calendar days plus three business days before of this Agreement to increase the last day number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; and (E) issue any shares of capital stock of the Lock-up Period and ends on the last day Company or securities convertible into shares of capital stock of the Lock-up PeriodCompany that are issued as consideration in an acquisition, the Company issues an earnings release merger or material news or similar strategic transaction approved by a material event relating to the Company occurs; or (b) prior to the expiration majority of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day disinterested directors of the Lock-up PeriodCompany, then provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the restrictions imposed filing of any registration statement in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business connection therewith within sixty (60) days after the date on of this Agreement, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the issuance Company is issuing securities primarily for the purpose of the earnings release raising capital or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such announcement that gives rise to an extension entity whose primary business is investing in securities. For purposes of the Lock-Up Period or such180-day restricted period.the

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, (the “Lock-up Period”) the Company and its subsidiaries will not, without the prior written consent of the Representatives (which consent may be withheld at and the sole discretion of the Representatives)Borrowers, directly or indirectly, sell, offer to selloffer, 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 or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any (A) debt securities convertible into Common Stock, (B) shares of Common Stock, (C) options or warrants to acquire shares of the Common Stock or (D) securities exchangeable or exercisable for or convertible into debt securities convertible into Common Stock or shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce Shares and the Company’s intention transactions pursuant to do any of the foregoingShare Lending Agreement); provided, however, that the Company may (i) file a registration statement on Form S-8, (ii) issue shares of its Common Stock pursuant to the Share Lending Agreements, (iii) enter into and consummate the Hedge Transactions, (iii) issue shares of its Common Stock upon exercise of warrants described in the Prospectus and (iv) 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, in each case pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement currently in effect described in the Prospectus, but only if the holders of such shares, options or other awardsoptions, or shares issued upon exercise of such optionsoptions or warrants, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such Lock90-up Period day period without the prior written consent of the Representatives and the Borrowers (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding Representatives and the restrictions set forth above in this Section 3A(mBorrowers), subject to the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee director stock option plan, as disclosed exceptions contained in the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the ProspectusLock-Up Agreement (as defined below). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock90-up Period and ends on the last day of the Lock-up Periodrestricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; release, or (by) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extensionrelease. The Company will provide the Representatives and the Borrowers and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 3(B)(a5(j) with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 60th day following the date of the ProspectusProspectus (such period, (as extended as described below, being referred to herein as the “Lock-up Period”) ), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld at the in its sole discretion of the Representatives), directly or indirectly, discretion): (i) sell, offer to sell, contract to sell, pledge, hypothecate, grant lend or in any option to purchase, way transfer or otherwise dispose of, grant of any rights with respect to, Common Stock or file a registration statement with the Commission in respect ofRelated Securities (as defined below); (ii) effect any short sale, or establish or increase a any “put equivalent position position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a any “call equivalent position within the meaning of Section 16 of “ (as defined in Rule 16a-1(b) under the Exchange Act, or be the subject ) of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable Related Securities; (iii) pledge, hypothecate or exercisable for grant any security interest in any Common Stock or convertible Related Securities; (iv) enter into shares any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common StockStock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or publicly otherwise; (v) announce an intention to do the offering of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act in respect of the foregoing any Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Borrowed Shares); or (vii) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or issue Common Stock upon the exercise of options, warrants or convertible securitiesany options to purchase Common Stock, pursuant to any stock option, stock bonus or other incentive stock plan or other arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (D) issue Common Stock pursuant to the holders terms of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible any securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives Company outstanding on the date hereof and any indentures governing such securities, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to E) file a registration statement on Form S-8 on which it registers shares of its or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock reserved for issuance or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding options and warrants issued to present or former employees or directors as of the Company date hereof and described in the Registration Statement, the Time of Sale Prospectus or under the Prospectus and (F) file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with any merger, acquisition or other business combination, provided that three days’ advance notice of such filing is provided to Jefferies and provided, further, that the aggregate amount of any Common Stock or any other of the Company’s equity incentive plan and non-employee director stock option plan, as disclosed in securities issuable pursuant to this clause (F) shall not exceed 5% of the Prospectus, and shall be permitted to issue shares of Common Stock upon outstanding as of the exercise date hereof. For purposes of optionsthe foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities outstanding on the date hereof and disclosed in the Prospectusor rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. Notwithstanding the foregoing, if If (ai) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the Lock60-day initial lock-up Period and ends on the last day of the Lock-up Periodperiod, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; Company, or (bii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 1516-day period beginning on the last day of such period, then in each case the Lock-up Period, then the restrictions imposed in this clause shall continue to apply Period will be extended until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the announcement of the material news or material event occursevent, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion; provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the Representatives waive publication of research prior to or after termination of a lock-up, such extensionextension shall not apply. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) Representative with prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted periodup Period.