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

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (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 RBC and Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day of 45 days following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of RBC and Cantor KCM (which consent may be withheld in its at the sole discretiondiscretion of KCM), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Common Stockpledge, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h16a-l(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 otherwise dispose of any Common Stock or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Common Stock Shares, options or Related Securities warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the CommissionShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated hereby and (B) issue grant Common Stock Share awards or grant options to purchase Common Stock or Shares and issue Securities Common Shares upon the exercise of options, in both cases, pursuant to any stock option, stock bonus or other stock plan or arrangement the Equity Compensation Plan described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus or as such stock plans or arrangements may be amended with the approval Prospectus, provided, that all of the stockholders of the Company, but only if the holders of such Common Stock Share awards, options, or options Common Shares issued upon the exercise of such options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options or Common Stock or options Shares during such Lock-up Period 45 day period without the prior written consent of RBC and Cantor KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in its sole discretion)connection with the 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 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the 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.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (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 RBC and Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, ADSs, ADRs, or options, rights or warrants to acquire Common Stock Stock, ADSs, ADRs or securities exchangeable or exercisable for or convertible into Common Stock Stock, ADSs or ADRs (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock 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 Stock, ADSs, ADRs or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock Stock, ADSs, ADRs or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock Stock, ADSs, ADRs or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission Securities 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 Commissiona successor form thereto); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby, (B) issue Common Stock Stock, ADSs, ADRs or options to purchase Common Stock Stock, ADSs, ADRs, or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the CompanyProspectus, but only if the holders of such Common Stock Stock, ADSs, ADRs or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock Stock, ADSs, ADRs or options during such Lock-up Period without the prior written consent of RBC Cantor (which consent may be withheld in its sole discretion), (C) enter into agreements providing for the 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 securities, 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), the 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 the case of clauses (C) and (D), the Company shall cause each recipient of such securities to agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock, ADSs, ADRs or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus Prospectus, (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 RBC and Cantor the Representatives (which consent may be withheld in its at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer to sell, contract to sell sell, pledge, hypothecate, grant any option to purchase, transfer or lend 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, or options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short saleStock, or establish or increase publicly announce an intention to do any “put equivalent position” (as defined in Rule 16a-1(h) under of the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities foregoing (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (BShares) 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 stock incentive 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 CompanyProspectus, but only if the holders of such Common Stock shares, options or options 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 Common Stock shares, options or options warrants during such Lock-up Period without the prior written consent of RBC and Cantor 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 sole discretion)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 continuing through ending on and including the 90th day following the effective date of the Prospectus Registration Statement (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of RBC and Cantor the Placement Agent (which consent may be withheld in its at the Placement Agent’s sole discretion), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to sell or lend the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (BUnits) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, howeverother than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (Aiii) effect shall not exceed 5.0% of the transactions contemplated hereby and (B) issue total number of shares of Common Stock or options to purchase issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or issue Securities upon exercise of optionsprior to such issuance, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Locka lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretionagreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the The Company shall refrain during a period commencing on and including the date hereof and continuing through and including the 90th day following of 60 days from the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will notFinal Offering Memorandum, without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)the Representative, from, directly or indirectly: , (i) selloffering, offer pledging, selling, contracting to sell, selling any option or contract to sell purchase, purchasing any option or lend contract to sell, granting any Common Stockoption for the sale of, or optionsotherwise disposing of or transferring (or entering into any transaction or device which is designed to, rights or warrants to acquire reasonably could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for or convertible into Common Stock (including units of limited partnership interest in Caplease, LP) or such options, rights, warrants and exchangeable or convertible securities, or filing any registration statement under the “Related Securities”); Securities Act with respect to any of the foregoing, or (ii) effect entering into any short sale, swap 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 agreement or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement transaction that transfers, in whole or in part, directly or indirectly, the economic risk consequence of ownership of any Common Stock or Related Securitiessuch other securities, regardless of whether any such swap or transaction described in clause (i) or (ii) above is to be settled in by delivery of Common Stock or such other securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities otherwise (other than (A) as contemplated by this Agreement and the Registration Rights Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the CommissionConversion Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect issue securities pursuant to the transactions contemplated hereby 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 Common Stock pursuant to the Company’s existing dividend reinvestment and stock purchase plan, and (D) issue shares of Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock optionwarrants or convertible securities (including units of limited partnership interest in Caplease, stock bonus LP) as consideration in a bona fide merger or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of acquisition transaction by the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of RBC and Cantor the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or lend otherwise dispose of any shares of Common Stock, or options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable currently or convertible securities, the “Related Securities”); (ii) effect any short sale, hereafter owned either of record or establish or increase any “put equivalent position” beneficially (as defined in Rule 16a-1(h13d-3 under Securities Exchange Act of 1934, as amended) under by the Exchange Act) undersigned, or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the undersigned’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus. 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 case of (Aii), (iii) effect the transactions contemplated hereby and (B) issue 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 or options subject to purchase Common Stock or issue Securities upon exercise the provisions of optionsthis Section 3(B)(a), pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may there shall be amended with the approval of the stockholders of the Company, but only if the holders 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 agree or to any sale of securities to the Underwriters, in writing with each case as contemplated in the Underwriters not Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to sellthe Company occurs, offeror (y) prior to the expiration of the 90-day restricted period, dispose the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Section 3(B)(a) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or otherwise transfer any such Common Stock the occurrence of the material news or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)material event.

Agreement Not to Offer or Sell Additional Securities. (I) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (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 RBC and Cantor the Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, Securities or (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby hereby, (B) issue shares of 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 (BC) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders provided, further, that each newly appointed director or executive officer that is a recipient of such Common Stock or options 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 Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor PSC (which consent may be withheld in its sole discretion). (II) From the date hereof until the first anniversary of the First Closing Date, without the prior written consent of the Representative, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or any securities of the Company or its subsidiaries which would entitle the 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 securities that are convertible into, exchangeable or exercisable for, or include the right to 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 occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Notwithstanding the foregoing, the Company may enter into and effect sales pursuant to an at–the-market offering facility following the Lock-Up Period. 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. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company and its subsidiaries will not, without the prior written consent of RBC the Representatives and Cantor (which consent may be withheld in its sole discretion)the Borrowers, directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Common Stockpledge, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of 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 otherwise dispose of any Common Stock or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any (A) debt securities convertible into Common Stock, (B) shares of any Common Stock, (C) options or warrants to acquire shares of the Common Stock or Related Securities (D) securities exchangeable or exercisable for or convertible into debt securities convertible into Common Stock or shares of Common Stock (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect Shares and the transactions pursuant 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 CommissionShare Lending Agreement); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect file a registration statement on Form S-8, (ii) issue shares of its Common Stock pursuant to the transactions contemplated hereby 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 (Biv) issue shares of its Common Stock or options to purchase its Common Stock or issue Securities upon exercise of options, in each case pursuant to any stock option, stock bonus or other stock plan or arrangement currently in effect 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 CompanyProspectus, but only if the holders of such Common Stock shares, options, or shares issued upon exercise of such options or warrants, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock shares or options during such Lock90-up Period day period without the prior written consent of RBC the Representatives and Cantor the Borrowers (which consent may be withheld at the sole discretion of the Representatives and the Borrowers), subject to the exceptions contained in its sole discretionthe Lock-Up Agreement (as defined below). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period, the Company issues an earnings release, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release. The Company will provide the Representatives and the Borrowers and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(j) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (Other than as contemplated by this Agreement, such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company Selling Stockholder will not, without the prior written consent of RBC and Cantor BAS (which consent may be withheld in its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or lend otherwise dispose of any shares of Common Stock, or options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable currently or convertible securities, the “Related Securities”); (ii) effect any short sale, hereafter owned either of record or establish or increase any “put equivalent position” beneficially (as defined in Rule 16a-1(h) 13d-3 under the Exchange Act) by such Selling Stockholder, or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the such Selling Stockholder’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may date hereof and continuing through the close of trading on the date 21 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) effect the transactions contemplated hereby and transfers by way of testate or intestate succession or by operation of law, (B) issue Common Stock transfers to members of the immediate family of such Selling Stockholder or options to purchase Common Stock a trust, partnership, limited liability company or issue Securities upon 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 options, 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 stock optionoption pursuant to clause (E), stock bonus of this sentence, the transferee (or other stock plan or arrangement described the Selling Stockholder as the optionee in the Registration Statement, case of clause (E)) shall have agreed to be bound by 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 Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise restrictions on transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)described herein.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Effective Date, the Company will shall not, without the prior written consent of RBC and Cantor the Purchaser (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, Ordinary Shares or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ position” (as defined in Rule 16a-1(b16a 1(b) under the Exchange Act) of any Common Stock the Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Common Stock Ordinary Shares 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 Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby hereby, and (B) issue Common Stock Ordinary Shares or options to purchase Common Stock Ordinary Shares, or issue Securities Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the SEC Reports and ASX Announcements; or (viii) prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than the Registration Statement, any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Time Company’s employee benefit plans registered on Form S-8 or, in connection with an acquisition, on Form S-4. For the avoidance of Sale Prospectus doubt, the Company shall not be prohibited from preparing and the Prospectus or as such stock plans or arrangements may be amended filing with the approval SEC a registration statement relating to an offering of the Ordinary Shares by existing stockholders of the CompanyCompany under the Securities Act pursuant to the terms of registration rights held by such stockholders. For purposes of the foregoing, “Related Securities” shall mean any ADSs, options or warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, including but only if not limited to ADSs, or to acquire other securities 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 holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)Excepted Issue.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on and including the date hereof and continuing through and including the 90th day following of 90 days after the date of the Prospectus (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 RBC and Cantor (which consent may be withheld in its sole discretion), directly or indirectly: not (i) offer for sale, sell, offer to sellpledge or otherwise dispose of (or enter into any transaction or device which is designed to, contract 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 lend any Common Stock, or grant options, rights or warrants with respect to acquire any such shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; other securities (iii) pledgeother than the grant of options pursuant to option plans existing on the date hereof), hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (vii) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any the Common Stock or Related Securitiesother securities, regardless of whether any such transaction described in in clause (i) or (ii) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act , in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period each case without the prior written consent of RBC and Cantor the Representative. The foregoing restriction shall not apply to (which consent may a) the Offered Shares to be withheld sold hereunder; (b) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other securities required to be issued pursuant to contractual obligations of the Company in its sole discretion)effect as of the date 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 date of this Agreement or pursuant to bona fide employee benefit or purchase plans established during this period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (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 RBC and Cantor Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: ): (i) sell, offer to sell, contract to sell sell, lend or lend in any Common Stock, way transfer or options, rights or warrants to acquire dispose of any Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ 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; (viv) 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; (viv) announce the offering of any Common Stock or Related Securities; (viivi) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viiivii) publicly announce the 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 Common Stock or options to purchase Common Stock Stock, or issue Securities Common Stock upon exercise of optionsany options to purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (D) issue Common Stock pursuant to the terms of any securities of the Company outstanding on the date hereof and any indentures governing such securities, (E) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (F) file a registration statement on Form S-4 or other appropriate forms as required by the Prospectus Securities Act, and any amendments to such forms, related to any Common Stock or as 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 stock plans filing is provided to Jefferies and provided, further, that the aggregate amount of any Common Stock or arrangements may be amended with the approval of the stockholders any other of the Company’s equity securities issuable pursuant to this clause (F) shall not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, but only if the holders of such “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or options agree any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without will be extended until the prior written consent expiration of RBC and Cantor the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which consent waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (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 RBC and Cantor Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: ): (i) sell, offer to sell, contract to sell sell, lend or lend in any Common Stock, way transfer or options, rights or warrants to acquire dispose of any Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (viv) 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; (viv) announce the offering of any Common Stock or Related Securities; (viivi) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the CommissionBorrowed Shares); or (viiivii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby, (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue Common Stock or options to purchase Common Stock Stock, or issue Securities Common Stock upon exercise of optionsany options to purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Common Stock pursuant to the terms of any securities of the Company outstanding on the date hereof and any indentures governing such securities, (E) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or 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 stock plans forms, related to any Common Stock or arrangements may be amended 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 approval aggregate amount of the stockholders any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, but only if the holders of such “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or options agree any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without will be extended until the prior written consent expiration of RBC and Cantor the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which consent waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (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 RBC Jefferies and Cantor BMO (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stockshare capital of the Company, whether in the form of ordinary shares, preferred shares or options, rights otherwise (“Share Capital”) or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Common Stock Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Common Stock Share Capital 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 Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock Share Capital or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby, (B) issue Common Stock Share Capital of the Company or options to purchase Common Stock Share Capital of the Company, or issue Securities Share Capital of the Company upon exercise of options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the CompanyProspectus, but only if the holders of such Common Stock capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock capital stock or options during such Lock-up Period without the prior written consent of RBC Jefferies and Cantor BMO (which consent may be withheld in its their sole discretion), (C) issue Share Capital of the Company in connection with any joint venture, commercial or collaborative relationship or the 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 clause (C), (x) such Share Capital shall not in the aggregate exceed 7.5% of the number of Ordinary Shares outstanding immediately prior to giving effect to such issuance and (y) the recipients thereof provide to the Representatives a Lock-Up Agreement, (D) issue Ordinary Shares and warrants in a private placement to 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 warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)this Agreement, the Company will not, without the prior written consent of RBC and Cantor the Underwriters (which consent may be withheld in its at the sole discretiondiscretion of the Underwriter), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell pledge, transfer or lend establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, or options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoingStock; provided, however, that the Company may may: (A) effect the transactions contemplated hereby and (B1) issue shares of its Common Stock or options to purchase Common Stock or issue Securities upon the exercise of options, pursuant to any stock option, stock bonus warrants or other stock plan or arrangement similar securities outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and or upon the Prospectus conversion of securities outstanding as of the date hereof; (2) grant options to purchase shares of its Common Stock pursuant to its benefit plans described in the Time of Sale Prospectus, provided that (i) such options do not vest, in whole or as in part, during such stock plans 90-day period or arrangements may (ii) the recipients of such grant agrees to be amended 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 approval 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 shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the stockholders Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Agreement or (ii) transactions by any person other than the Company relating to shares of Common Stock acquired in open market transactions after the completion of the offering of the Common Shares contemplated by this Agreement. It is also understood and agreed that the foregoing shall not preclude the Xxxxxxx Water Products, Inc., a subsidiary of the Company, but only from filing a registration statement on Form S-1 in connection with its proposed initial public offering or offering or selling shares of its Series A common stock in connection therewith. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the holders research published or distributed on the Company is compliant under Rule 139 of such Common Stock or options agree the Securities Act and the Company’s securities are actively traded as defined in writing with Rule 101(c)(1) of Regulation M of the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day of 60 days (“Lock-Up Period”) following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of RBC and Cantor the Representative (which consent may be withheld in its at the sole discretiondiscretion of the Representative), directly or indirectly: , (i) selloffer, offer to pledge, sell, contract to sell, grant any option to sell, sell any option or lend contract to purchase, purchase any Common Stockoption or contract to sell, grant any option, right or warrant to purchase or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or optionsotherwise dispose of or transfer, rights any Preferred Shares or any preferred shares ranking on par with or senior to the Preferred Shares or any options or warrants to acquire Common Stock Preferred Shares or securities exchangeable or exercisable for or convertible into Common Stock Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares (such optionsother than as contemplated by this Agreement with respect to the Shares), rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge swap or similar arrangement any other agreement or agreement any transaction that transfers, in whole or in part, directly or indirectly, the economic risk consequence of ownership of any Common Stock the Preferred Shares or Related Securitiessuch parity or senior preferred shares, regardless of whether any such swap or transaction described in clause (i) or (ii) above is to be settled in securitiesby delivery of Preferred Shares, such parity or senior preferred shares, in cash or otherwise; , or (viiii) announce the offering of any Common Stock or Related Securities; (vii) submit of, or file or cause to be filed any registration statement under the Securities Act with respect to, any Preferred Shares or any preferred shares ranking on par with or senior to the Preferred Shares or any options or warrants 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 a “universal” shelf registration statement on Form S-3 and any amendments thereto, provided, that the Company shall otherwise remain subject to the restrictions set forth in respect of any Common Stock or Related Securities (other than (Athis Section 3(l) as contemplated by this Agreement during the Lock-Up Period with respect to the Offered Securitiesoffer, (B) 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 respect or senior to the Registration Statement on Form S-3 Preferred Shares registered thereunder. The foregoing sentence shall not apply to the Shares to be sold hereunder. Notwithstanding the foregoing, if (No. 3331) during the last 17 days of the Lock-223731) previously filed with Up Period the Commission Company issues an earnings release or material news or a material event relating to the Company occurs or (C2) with respect prior to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any expiration of the foregoing; providedLock-Up Period, however, that the Company may (A) effect announces that it will release earnings results or becomes aware that material news or a material event will occur during the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise 16-day period beginning on the last day of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementLock-Up Period, the Time of Sale Prospectus and restrictions imposed in this clause (l) shall continue to apply until the Prospectus or as such stock plans or arrangements may be amended with the approval expiration of the stockholders 18-day period beginning on the issuance of the Company, but only if earnings release or the holders occurrence of such Common Stock the material news or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th 120th day following the date of the Prospectus (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 RBC and Cantor Canaccord (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of 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 shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SecuritiesSecurities or, (B) with respect to registration statements filed by the Registration Statement on Form S-3 (No. 333-223731) previously filed 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 (C) with respect to a number of shares registered on such registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commissionstatements); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby, including the issuance of the Warrant Shares, (B) issue file one or more registration statements on Form S-8 to register shares of Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any in connection with stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).described

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the effective date of the Prospectus Registration Statement (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of RBC and Cantor the Placement Agent (which consent may be withheld in its at the Placement Agent’s sole discretion), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act (except for (a) a registration statement on Form S-8 relating to sell or lend the Company’s employee benefit plans and (b) post-effective amendments to the Company’s existing registration statements as may be necessary to update the prospectus contained therein pursuant to Rule 10(a)(3) under the Securities Act and the Securities Act Regulations and maintain their effectiveness under the Securities Act) in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (BShares) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, howeverother than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants or the conversion of convertible securities, in each case, as disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (Aiii) effect shall not exceed 5.0% of the transactions contemplated hereby and (B) issue total number of shares of Common Stock or options to purchase issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or issue Securities upon exercise of optionsprior to such issuance, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Locka lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretionagreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (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 RBC and Cantor Xxxxxx Xxxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, Shares or (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby, (B) issue shares of 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 to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if and (D) following the holders 60th day following the date of the Prospectus, 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 Lock-up Period, provided, further, that each newly appointed director or executive officer that is a recipient of such Common Stock or options 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 Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor Xxxxxx Xxxxxxx (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on and including the date hereof and continuing through and including the 90th day following of 180 days from the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) , offer, sell, offer assign, transfer, pledge, contract to sell, contract to sell establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or lend otherwise transfer or dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock, or optionsannounce the offering of, rights or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such optionsStock, rightswithout the prior written consent of MCF, warrants and exchangeable or convertible securitiesother than the sale of the Firm Shares hereunder. Notwithstanding anything in the preceding sentence to the contrary, the “Related Securities”); Company may: (ii1) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any and issue shares of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to under any stock option, stock bonus or other stock plan or arrangement existing on the date hereof or 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 CompanyProspectus, but only if the holders of such Common Stock shares, options or options shares issued upon exercise of such options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock shares or options during such Lock180-up Period day period without the prior written consent of RBC MCF; and (2) issue shares of Common Stock (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 acquisition or license by the Company of any business, products or technologies, provided that (A) such shares or shares into which the securities are convertible into or exercisable or exchangeable for (and Cantor 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 immediately following the sale of the Firm Shares, and (which consent may be withheld B) the transferee shall furnish to the Representatives, prior to any such transfer, a letter, substantially in its sole discretion)the form of Exhibit A hereto. The Company will cause each officer, director and stockholder listed in Schedule III hereto to furnish to the Representatives, prior to the First Closing Date, a letter, substantially in the form of Exhibit A hereto.

Agreement Not to Offer or Sell Additional Securities. (I) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (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 RBC and Cantor the Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, Securities or (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day of one hundred twenty (120) days following the date of the Prospectus (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 RBC and Cantor JMP (which consent may be withheld in its sole discretion), directly or indirectly: (i) , sell, offer to sell, contract to sell or lend any Common Stocksell, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable grant any option for or convertible into Common Stock the sale (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect including without limitation any short sale), or grant any security in, pledge, hypothecate, hedge, establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , otherwise dispose of or liquidate enter into any transaction which is designed to, or decrease could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any “call equivalent position “ affiliate of the Company or any person in privity with the Company or any affiliate of the Company), or otherwise dispose of any shares of Common Stock of the Company or securities convertible into, exchangeable, or exercisable for Common Stock or any securities that relates to or derives any significant part of its value from the Securities (as defined in Rule 16a-1(bExhibit D (the “Form of Company Lock-up Agreement”) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commissionattached hereto); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ai) effect the transactions contemplated hereby and (B) issue Common Stock or options to purchase its Common Stock or issue Securities upon exercise of options, pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in the Registration StatementProspectus, or (ii) Common Stock upon the exercise of such options described in clause (i). Furthermore, in the event of a Partnership Distribution (as defined in Section 3(B)(a)(iv)), the Time Company shall take all reasonably necessary and proper actions to effectuate the agreements set forth in Section 3(B)(a) (“Agreement Not to Offer or Sell Additional Securities”) herein and ensure that each of Sale Prospectus the Partners of the Selling Shareholder are bound by, and the Prospectus or Securities (as such stock plans or arrangements may be amended with defined in Exhibit D (the approval “Form of the stockholders of the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Company Lock-up Period without Agreement”) attached hereto) as held, directly or indirectly, by each of the prior written consent Partners of RBC and Cantor the Selling Shareholder upon a Partnership Distribution remain subject to, the terms set forth in Section 3(B)(a) (which consent may be withheld in its sole discretion)“Agreement Not to Offer or Sell Additional Securities”) herein.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such periodthe “Standstill 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 RBC and Cantor Xxxxxxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ 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 inin 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) submit or file any registration statement under the Securities Act under applicable securities laws in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue Securities shares of Common Stock upon exercise of options, restricted stock units or similar equity securities to employees, officers or directors of the Company, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement pursuant to an incentive plan in effect on the date hereof and 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 Prospectus; (C) file a registration statement on Form S-8 in respect of the stockholders issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred to in the Registration Statement, the 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 (E) issue any shares of capital stock of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, but provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within sixty (60) days after the date of this Agreement, and provided that any such issuance shall only if be to a person (or to the equity holders of such Common Stock a person) which is, itself or options agree through its Subsidiaries, an operating company or an owner of an asset in writing a business synergistic with the Underwriters business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to sell, offer, dispose an entity whose primary business is investing in securities. For purposes of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).the

Agreement Not to Offer or Sell Additional Securities. During the a period commencing on and including of one hundred eighty (180) days from the date hereof and continuing through and including set forth on the 90th day following the date cover page of the Prospectus (such period, as extended as described below, being referred to herein as the “LockInitial Lockup-up Period”), the Company will not, without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)the Representative, directly or indirectly: (i) selloffer, offer to sell, contract to sell or lend any Common Stocksell, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate sell any option or contract to purchase, purchase any option or contract to sell, grant any security interest in; (iv) in any other way option, right or warrant to purchase, lend or otherwise transfer or dispose of any share of Common Stock or Related Securitiesany securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing; or (vii) enter into any swap, hedge or similar any other arrangement or agreement that transfers, in whole or in part, directly or indirectly, the economic risk consequences of ownership of any the Common Stock or Related SecuritiesStock, regardless of whether any such swap or transaction described in clauses (i) or (ii) above is to be settled in by delivery of Common Stock or such other securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than , except (A) as contemplated by this Agreement with respect grants of employee or director stock options or issuances of restricted Common Stock pursuant to the Offered Securitiesterms of an equity compensation plan in effect on the date hereof, (B) with respect issuances of Common Stock pursuant to the Registration Statement exercise of employee or director stock options outstanding on Form S-3 (No. 333-223731) previously filed with the Commission or date hereof and (C) with respect to the filing of a registration statement on Form S-8 or amendment under the Securities Act registering the Common Stock issuable pursuant to an effective registration statement on Form S-8 previously filed with the Commission); or clauses (viiiA) publicly announce the intention to do any of the foregoingand (B) above; provided, however, that if (1) during the last 17 days of the Initial Lock-up Period, the Company may releases earnings results or publicly announces material news or a material event relating to the Company or (A2) effect prior to the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise expiration of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementInitial Lock-up Period, the Time of Sale Prospectus and Company announces that it will release earnings results during the Prospectus or as such stock plans or arrangements may be amended with 16-day period beginning on the approval last day of the stockholders of Initial Lock-up Period, then in each case the Company, but only if the holders of such Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Initial Lock-up Period without will be extended until the prior written consent expiration of RBC the 18-day period beginning on the date of release of the earnings results or the public announcement of the other material news or material event, as applicable, unless the Representative waives in writing such extension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company has obtained lock-up agreements substantially in the form of EXHIBIT A hereto (the “Lock-up Agreement”) from (i) each person that owns any Common Stock, preferred stock, options for Common Stock or any other capital stock of the Company and Cantor (which consent may be withheld ii) each officer, director and stockholder of the Acquired Companies who will become a stockholders in its sole discretion)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 continuing through and including the 90th day following the date of the Prospectus (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 RBC and Cantor the Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SecuritiesShares, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731234769) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if the holders provided, further, that each newly appointed director or executive officer that is a recipient of such Common Stock or options 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 Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor the Representatives (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such periodthe “Standstill 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 RBC and Cantor Wxxxxxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ 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 inin 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) submit or file any registration statement under the Securities Act under applicable securities laws in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue Securities shares of Common Stock upon exercise of options, restricted stock units or similar equity securities to employees, officers or directors of the Company, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement pursuant to an incentive plan in effect on the date hereof and 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 Prospectus; (C) file a registration statement on Form S-8 in respect of the stockholders issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred to in the Registration Statement, the 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; (E) after the 60th day following the date of the Prospectus file a new “universal shelf” registration statement on Form S-3 solely for new primary offerings by the Company following the expiration of the Standstill Period; and (F) issue any shares of capital stock of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, but provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and provided that any such issuance shall only if be to a person (or to the equity holders of such a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or options agree in writing with the Underwriters not any securities exchangeable or exercisable for or convertible into Common Stock, or to sellacquire other securities or rights ultimately exchangeable or exercisable for, offeror convertible into, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th day of 180 days following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of RBC FBW, Morgan Keegan, Hilliard Lyons and Cantor Advest (which consent may be withheld in its sole discretionwithhelx xx xxx xxxx dxxxxxxxxx xx XBW, Morgan Keegan, Hilliard Lyons or Advest), directly or indirectly: (i) , sell, offer xxxxx, xxxxraxx xx xxxxx xxy option to sell, contract to sell pledge, transfer or lend establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Class A Common Stock, or options, rights options or warrants to acquire shares of Class A Common Stock or securities exchangeable or exercisable for or convertible into shares of Class A Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the CommissionCommon Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (Bi) issue shares of Class A Common Stock or upon the exercise of warrants outstanding on the date hereof and described in the Prospectus, (ii) grant options to purchase Class A Common Stock or and issue Securities shares of Class A Common Stock upon the exercise of options, in both cases, pursuant to any stock option, stock bonus or other stock option plan or arrangement described in the Registration StatementProspectus, issue shares of Class A Common Stock in any ordinary course of business pursuant to any restricted stock plan described in the Time prospectus, or issue shares of Sale Prospectus Class A Common Stock in the ordinary course of business pursuant to the Company's employee benefits plans existing on the date hereof, (iii) issue shares of Class A Common Stock under the DRIP, and the Prospectus (iv) issue shares of Class A Common Stock in payment of all or as such stock plans or arrangements may be amended with the approval a portion of the stockholders purchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of shares pursuant to (i), but only if the holders of such Common Stock (ii), (iii) or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock(iv) enters into a lock-up Period without agreement with terms substantially equivalent to the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretionlock-up agreements delivered to the Representatives pursuant to Section 6(i).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus Final Offering Memorandum (such period, as extended as described below, being referred to herein as the “"Lock-up Up Period”"), the Company will not, without the prior written consent of RBC and Cantor the Representatives (which consent may be withheld in its at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell pledge, transfer or lend establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, or options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement and the Registration Rights Agreement with respect to the Offered Securities, (B) with respect to Notes and 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 CommissionConversion Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may foregoing restrictions do not apply to (Ai) effect the transactions contemplated hereby and (B) issue shares of Common Stock issued upon the exercise of options granted under stock option plans existing on the date hereof, (ii) grants of Common Stock, restricted common stock or options to purchase restricted stock units in accordance with the terms of a plan in effect on the date hereof, (iii) shares of Common Stock (or issue Securities upon exercise of options, warrants or convertible securities relating to shares of Common Stock) issued in connection with a bona fide merger or acquisition transaction, (iv) the offer, issuance or sale of securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, but only if 's Dividend Reinvestment and Stock Purchase Plan existing on the holders date hereof (the "DRIP") (provided that the Company agrees not to permit investments greater than $20,000 by any single investor under the DRIP during the Lock-Up Period) or (v) shares of such Common Stock or options agree in writing with issued pursuant to the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)Management Agreement.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (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 RBC and Cantor Rxxxxxx Jxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, Shares or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Common Shares or Related Securities; (iv) in any other way transfer or dispose of any Common Stock Shares 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 Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act or prospectus in Canada under applicable securities laws in respect of any Common Stock Shares or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the CommissionSecurities and Warrant Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby; (B) issue Common Stock Shares or options to purchase Common Stock Shares or restricted stock units or similar equity securities, or issue Securities Common Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectus; (C) issue Common Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Common Shares; (D) file a registration statement on Form S-8; (E) issue or sell Common Shares or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or distribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (E), such stock plans or arrangements may be amended with Common Shares shall not in the approval of the stockholders aggregate exceed 10% of the Company’s 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, but only if claims or other disputes, or in satisfaction of any judgments or other awards, in each case as described in the holders Registration Statement, the Time of Sale Prospectus and 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 Stock Shares shall 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 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 the foregoing, “Related Securities” shall mean any options or options agree in writing with the Underwriters not warrants or other rights to sellacquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, offeror to acquire other securities or rights ultimately exchangeable or exercisable for, dispose of or otherwise transfer any such convertible into, Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)Shares.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (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 RBC and Cantor Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: ): (i) sell, offer to sell, contract to sell sell, lend or lend in any Common Stock, way transfer or options, rights or warrants to acquire dispose of any Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ 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; (viv) 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; (viv) announce the offering of any Common Stock or Related Securities; (viivi) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viiivii) publicly announce the 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 Common Stock or options to purchase Common Stock Stock, or issue Securities Common Stock upon exercise of optionsany options to purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (C) issue Common Stock pursuant to the terms of any securities of the Company outstanding on the date hereof and any indentures governing such securities, (D) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus and (E) file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such stock plans forms, related to any Common Stock or arrangements may be amended 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 approval aggregate amount of the stockholders any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, but only if the holders of such “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or options agree any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without will be extended until the prior written consent expiration of RBC and Cantor the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which consent waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of RBC and Cantor Xxxxxxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock, or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”as defined below); (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 “ 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 inin 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) submit or file any registration statement under the Securities Act under applicable securities laws in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue Securities shares of Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement pursuant to an incentive plan in effect on the date hereof and 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 Prospectus; (C) file a registration statement on Form S-8 in respect of the stockholders issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (E) issue any shares of capital stock of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, but provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and provided that any such issuance shall only if be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (F) issue the Underwriter Warrants and the shares of Common Stock issuable upon the exercise of such Underwriter Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or options agree in writing with the Underwriters not any securities exchangeable or exercisable for or convertible into Common Stock, or to sellacquire other securities or rights ultimately exchangeable or exercisable for, offeror convertible into, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion)Stock.