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 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. (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).

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 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 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 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. (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 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; and (F) issue the Underwriter Warrants and the shares of Common Stock or options agree in writing with issuable upon the Underwriters not to sellexercise of such Underwriter Warrants. For purposes of the foregoing, 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 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 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 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. 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. 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 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. 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 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 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 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 Plans 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 the Representatives (which consent may be withheld at the sole discretion of the Representatives), (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, and (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plans described in the Registration Statement, the General Disclosure Package and the Prospectus.

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 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. (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 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 sellan entity whose primary business is investing in securities. For purposes of the foregoing, 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 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 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 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 (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