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

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in effect at this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder the earnings release or the occurrence of the material news or material event in writing, such extension. The Company will provide the Representative and any co-managers and each individual subject to the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) restricted period pursuant to the conversion lockup letters described in Section 5(g) with prior notice of securities or the exercise of warrants outstanding at the date any such announcement that gives rise to an extension of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Shareholder will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the in their sole discretion of the Representativediscretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transferany shares of Common Stock, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares shares of Common Stock, or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise currently or hereafter owned either of any Representative’s Warrantsrecord or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the such Selling Shareholder, or publicly announce the such Selling Shareholder’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the last day of the Lock-up Period. The foregoing sentence shall not apply to (i) the sale of Offered Shares to the Underwriters pursuant to this Agreement, (ii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the offering contemplated by this Agreement, (iii) the transfer of any or all of the shares of Common Stock owned by such Selling Shareholder as a bona fide gift or gifts; provided, however, that the Company may issue Shares (i) pursuant to in any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant such case it shall be a condition to such a plan) as such plan may be amended or amended transfer that the transferee executes and restated by the Company, (ii) pursuant delivers to the conversion Representatives an agreement stating that the transferee is receiving and holding such shares subject to the provisions of securities or the exercise this Section 3(B)(a), and there shall be no further transfer of warrants outstanding at the date of the Prospectus such shares except in accordance with this Section 3(B)(a) and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant the transfer of any or all of the shares of Common Stock owned by such Selling Shareholder as a distribution to its shareholders or members; provided, however, that in any registration rights described in such case it shall be a condition to such transfer that the Time transferee executes and delivers to the Representatives an agreement stating that the transferee is receiving and holding such shares subject to the provisions of Sale Prospectus or Prospectusthis Section 3(B)(a), and there shall be no further transfer of such shares except in accordance with this Section 3(B)(a). Notwithstanding the foregoing, if (va) to one or more counterparties in connection with during the consummation of a strategic partnership, joint venture, collaboration, merger or period that begins on the acquisition or license of any date that is 15 calendar days plus three business products or technology; provided that, with respect to this subsection (v), (1) days before the sum last day of the aggregate number of Shares so issued shall not exceed 5% Lock-up Period and ends on the last day of the total outstanding Shares immediately following Lock-up Period, the completion of this Offering of Shares and Company issues an earnings release or material news or a material event relating to the Company occurs; or (2b) prior to the issuance expiration of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such the Lock-up Period without Period, the prior written consent Company announces that it will release earnings results during the 16-day period beginning on the last day of the Representative (which consent may be withheld at Lock-up Period, then the sole discretion restrictions imposed in this clause shall continue to apply until the expiration of the Representative)date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Oxxxxxxxxxx (which consent may be withheld at the sole discretion of the RepresentativeOxxxxxxxxxx), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), offerpledge, contract or grant any option to sell, pledgelend, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to result in the disposition or transfer of), any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock (regardless of whether any such transaction is to be settled by delivery of any shares of Common Stock or other securities, in cash or otherwise) currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), or publicly announce an intention to do any of the foregoing, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares foregoing does not apply to (i) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to any director or employee stock option plan, stock ownership plan plans described in the Registration Statement and the Prospectus; (ii) any exercise of warrants or dividend reinvestment plan options to acquire shares of Common Stock (including with respect to any “net exercise” provisions thereof) outstanding on the date of this Agreement or the exchange of any securities of the Company in effect at the date for Common Stock; provided, however, that any shares of the Prospectus (including the issuance of securities thereunder and the issuance of Shares Common Stock received upon the exercise of options issued pursuant to such a plan) as warrants or exchange of such plan may securities shall not be amended or amended and restated by transferable in any respect during the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, Lock-Up Period; (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (Representative, which consent may shall not be unreasonably withheld at or delayed, the sole discretion issuance of shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock to a bona fide third party as consideration for a business acquisition by the Company or its subsidiaries; provided, that the consideration for such acquisition is primarily non-cash; or (iv) any sale of shares of Common Stock to the Underwriters. Notwithstanding the foregoing, if (x) during the last 17 days of the Representative)90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, and (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viv), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension (which waiver may be withheld at the sole discretion of the Representative), except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative BAS (which consent may be withheld at the sole discretion of the RepresentativeBAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may file one or more registration statements on Form S-8 to register shares of its Common Stock that have been or will be issued pursuant to the Company’s stock option or stock incentive plans described in the Prospectus or issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and arrangement described in the Prospectus, (iii) pursuant to a registration statement on Form S-8but only if the holders of such shares, (iv) pursuant to any registration rights described in the Time options, or shares issued upon exercise of Sale Prospectus or Prospectus, such options who are executive officers and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum directors of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees Company, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock180-up Period day period without the prior written consent of the Representative BAS (which consent may be withheld at the sole discretion of the RepresentativeBAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Stifel (which consent may be withheld at the sole discretion of the RepresentativeStifel), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) issue securities, Shares or options pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) Shares pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, including without limitation any outstanding convertible notes, or (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) Shares to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 510% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock-up Period without the prior written consent of the Representative Stifel (which consent may be withheld at the sole discretion of Stifel). Notwithstanding the Representative)foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Stifel waives, in writing, such extension. The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) securities or Shares pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) Shares pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, or (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) Shares to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the Representativeforegoing, if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the effective date of the Prospectus Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the Underwriter’s sole discretion of the Representativediscretion), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Ordinary Shares, options, rights or warrants to acquire shares of Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Ordinary Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares other than (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and restricted Ordinary Shares, restricted stock units or options to acquire Ordinary Shares pursuant to the issuance Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, if material, described in the Disclosure Package, (ii) issuances of Ordinary Shares upon the exercise or settlement of options issued pursuant to such a plan) or warrants disclosed as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “"Lock-up Period”"), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s 's Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s 's Warrants) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, and (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viv), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension (which waiver may be withheld at the sole discretion of the Representative), except that such extension will not apply if (i) the Shares are "actively traded securities" (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day 90 days following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act except for a registration statement on Form S-8 relating to the Company’s employee benefit plans in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to any director or the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Applicable Prospectus, (ii) issuances of Common Stock upon the exercise or settlement of options or restricted stock units disclosed as outstanding in Applicable Prospectus; (iii) the issuance by the Company of up to 2,250,000 shares of Common Stock as consideration for strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iii) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(o); or (iv) the purchase or sale of the Company’s securities pursuant to a plan, stock ownership plan contract or dividend reinvestment plan instruction, if any, that satisfies all of the Company requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect at prior to the date hereof. Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described material news or material event, as applicable, unless the Underwriter waives, in the Prospectuswriting, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative extension (which consent waiver may be withheld at the sole discretion of the RepresentativeUnderwriter), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to file a registration statement on Form S-8, (ivii) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any registration rights stock option, stock bonus or other stock plan or arrangement described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with but only if the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options or shares issued upon exercise of such Shares agrees options, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock180-up Period day period without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), (iii) issue shares of Common Stock or securities exercisable for Common Stock (in an aggregate amount not to exceed, on an as-exercised basis, if applicable, 5% of the Company’s outstanding shares of Common Stock after giving effect to the issuance or sale of the Common Stock offered hereby) in connection with a strategic transaction that includes a commercial or development relationship involving the Company (including a partnership, licensing, joint venture or collaboration), or in connection with the acquisition or license by the Company of any business, products or technologies, provided that the Company shall cause each recipient of shares of Common Stock pursuant to such issuance to execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit C hereto as a condition of such transaction, acquisition or license, or (iv) issue restricted shares of its Common Stock upon exercise of any warrants described in the Disclosure Package or the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that (1) the Company may issue Shares (i) or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director stock option, stock bonus or employee other stock option plan or arrangement described in the Prospectus or any amendment to or replacement of such plan, stock ownership plan (2) file one or dividend reinvestment plan more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company in effect at existing on the date of the Prospectus (including the issuance or any amendment to or replacement of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii3) pursuant to the conversion of securities or Company may issue shares upon the exercise of warrants outstanding at on the date hereof and (4) the Company may file one or more registration statements under the Securities Act or amendments thereto relating to any registration rights held by persons other than those securityholderes listed in Section 6(h)(i) and (ii) of this Agreement. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus and described in issuance of the Prospectusearnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (iiii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in at the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum expiration of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without Period, the prior written consent Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Representative (which consent may be withheld at Securities Act of 1933, as amended, in the sole discretion manner contemplated by Rule 2711(f)(4) of the Representative)NASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement or make a confidential submission under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights or warrants to acquire Shares shares of Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsSecurities) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of Common Stock, options to purchase shares of Common Stock or restricted stock units representing shares of Common Stock (i) “RSUs”), or issue shares of Common Stock upon exercise of options or upon settlement of RSUs, pursuant to any director or employee stock option planoption, stock ownership bonus, stock purchase or other stock plan or dividend reinvestment plan arrangement described in each Applicable Prospectus, or issue shares of Common Stock upon exercise of outstanding warrants described in each Applicable Prospectus; provided, further, that the foregoing restrictions shall not apply to issuances of shares of Common Stock in connection with any repurchases or exchanges of the 1.0% convertible senior notes due January 15, 2025, provided, further, that the foregoing restrictions shall not apply to the Company’s filing with the Commission a Current Report on Form 8-K announcing that certain of its directors have established Rule 10b5-1 trading plans; and provided, further, that the Company may issue, sell or deliver shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock in effect at connection with any consulting agreement, acquisition or strategic investment (including without limitation any license, collaboration, joint venture, strategic alliance or partnership) as long as (x) the aggregate number of shares of Common Stock so issued, sold or delivered from the date of the Prospectus (through and including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at 60th day after the date of the Prospectus does not exceed 100,000 shares (subject to adjustment for stock splits and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (vother similar events), (1y) the sum of the aggregate number of Shares so issued Company shall not exceed 5% of file with the total outstanding Shares immediately following Commission during the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without any registration statement to register such shares under the prior written consent Securities Act, and (z) each recipient of shares of Common Stock agrees in a writing provided to Xxxxxxx Xxxxx to be bound by the Representative (which consent may be withheld at the sole discretion terms of the Representativethis Section 3(o).

Agreement Not to Offer or Sell Additional Shares. During the a period commencing on and including the date hereof and ending on and including the 180th day following of 90 days from the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative CF&Co. (which consent may be withheld at the in its sole discretion of the Representative), discretion): (i) directly or indirectly, sell (including, without limitation, any short sale), offer, pledge, sell, contract or grant any option to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any Shares or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Shares or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoing; provided, however(ii) enter into any swap or any other agreement or any transaction that transfers, that in whole or in part, directly or indirectly, the Company may issue Shares economic consequence of ownership of the Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses (i) and (ii) above. The foregoing sentence shall not apply to (A) the Offered Shares to be sold hereunder; (B) any Shares issued by the Company upon the exercise of an option or warrant or 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; (C) any Shares issued or options to purchase Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) any Shares issued pursuant to any existing non-employee director or employee stock option plan, stock ownership plan or dividend reinvestment plan or other stock purchase plan referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (F) the issuance by the Company of any Shares in effect at the date of the Prospectus connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the issuance filing of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus S-4 or Prospectus, and (v) to one or more counterparties in connection other appropriate form with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technologyrespect thereto); provided that, with respect to this subsection that (v), (1x) the sum of the aggregate number of Shares so shares issued pursuant to this clause (F) shall not exceed 5% of the total number of outstanding Shares immediately following the completion issuance and sale of this Offering of the Offered Shares at the First Closing Date pursuant hereto and (2y) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares and securities issued pursuant to this clause (F) during such Lockthe 90-day restricted period described above shall be subject to the restrictions set forth in a lock-up Period without agreement described in Section 6(i) hereof for the prior written consent remainder of such restricted period; and (G) the issuance by the Company of pre-funded warrants exercisable for up to an aggregate of 5,411,687 shares of Common Stock, pursuant to that certain securities purchase agreement of even date herewith, among the Company and selected institutional accredited investors who are presently stockholders of the Representative (which consent may be withheld at the sole discretion of the Representative)Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock or Common Units, options, rights options or warrants to acquire Shares shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or Common Units, or publicly announce the an intention to do any of the foregoingforegoing (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement); provided, however, that the Company may (a) issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company arrangement described in effect at the date of the Prospectus and (including the issuance of securities thereunder and the issuance of Shares b) issue Common Stock upon the exercise redemption of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) Common Units pursuant to the conversion Partnership Agreement, in each case without the prior written consent of securities the Representatives; provided, further, that the Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the exercise of warrants outstanding at the date securityholders or other equity owners of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectusapplicable entity from which such real property is acquired, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1B) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance recipients of such Shares each recipient of such Shares agrees Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Shares Common Units during such Lockthe 60-up Period day restricted period without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, employee stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, Prospectus or (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the any acquisition or license of any business products or technology; strategic agreement, provided that, with respect to this subsection (v), (1) that the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior recipient thereof agrees to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)restrictions contemplated by this paragraph.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representative BAS (which consent may be withheld at the sole discretion of the RepresentativeBAS), directly or indirectly, sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock or Common Units, options, rights options or warrants to acquire Shares shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingAgreement); provided, however, that the Company may issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company arrangement described in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares or issue Common Stock upon the exercise redemption of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) Common Units pursuant to the conversion Partnership Agreement, but only if the holders of securities such shares, options, or the shares issued upon exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus such options or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance redemption of such Shares each recipient of such Shares agrees Common Units, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock60-up Period day restricted period (as the same may be extended as described below) without the prior written consent of the Representative BAS (which consent may be withheld at the sole discretion of the RepresentativeBAS); provided, further, that the Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the securityholders or other equity owners of the applicable entity from which such real property is acquired, and (B) the recipients of such Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Common Units during the 60-day restricted period (as the same may be extended as described below) without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this paragraph (o) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company and the Operating Partnership will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on beginning from the date hereof and continuing to and including the date hereof and ending on and including the 180th day following that is 90 days after the date of the Prospectus Final Offering Documents (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxx & Company, LLC and Canaccord Genuity LLC, the Representative Company will not (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), 1) offer, sell, contract or grant any option to sell, pledge, transfer grant options, warrants or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Actrights to purchase, or otherwise dispose of any equity securities of the Company or transferany other securities convertible into or exchangeable for its Shares or other equity security, (2) enter into any swap or announce other derivatives transaction that transfers to another, in whole or in part, any of the offering ofeconomic benefits or risks of ownership of the Shares, (3) file or file cause the filing of any prospectus in Canada or registration statement under the Securities Act in with respect of, to any Shares, options, rights or warrants to acquire Shares or other capital stock or any securities exchangeable convertible into or exercisable or exchangeable for any Shares or convertible into Shares other capital stock (other than as contemplated by this Agreement with respect the Registration Statement, or any required amendment or supplement thereto, filed to register the Offered Shares and to be sold to the Representative’s WarrantsUnderwriters pursuant to this Agreement), including the shares of Common Stock issuable upon exercise of whether any Representative’s Warrantssuch transaction described in clause (1), (2) or (3) above is to be settled by delivery of Shares or other securities, in cash or otherwise, (4) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (5) publicly announce the intention to do any of the foregoing; provided, however, that notwithstanding the foregoing, the Company may issue Shares (i) issue Shares or securities convertible into, or exercisable, or exchangeable for, Shares pursuant to any director or equity incentive plan, employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the CompanyFinal Offering Documents, (ii) pursuant to issue Shares upon the conversion conversion, exercise, settlement, or redemption of securities or the exercise equity securities, including stock options, restricted share units, and performance share units, outstanding as of warrants outstanding at the date of the Prospectus and described in the ProspectusFinal Offering Documents, (iii) pursuant to a file one or more registration statement statements on Form S-8S-8 relating to stock options, other equity awards, or employee benefit plans of the Company described in the Final Offering Documents, (iv) pursuant to offer, issue and sell Shares, or any registration rights described in the Time of Sale Prospectus securities convertible into, or Prospectusexercisable, and (v) to one or more counterparties exchangeable for, Shares, in connection with the consummation of a any merger, acquisition or strategic partnership, investment (including any joint venture, collaborationstrategic alliance, merger or partnership, the acquisition or license of any business products the business, property, technology or technology; provided thatother assets of another individual or entity, or the assumption of an employee benefit plan in connection with respect to this subsection such a merger or acquisition), or (v)) offer, (1) the sum of issue and sell Shares, or any securities convertible into, or exercisable, or exchangeable for, Shares, on an arm’s length basis to any unaffiliated partners, distributors, or any other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, distribution agreement, partnering agreement or similar transaction; provided, however, that the aggregate number of Shares so issued securities (on an as-converted basis) that the Company may issue or agree to issue pursuant to clauses (iv) and (v) shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering number of Shares and (2) prior to outstanding immediately after the issuance and sale of such Shares securities, and provided, further, that each recipient of such Shares securities pursuant to clauses (iv) and (v) agrees to restrictions on the resale of securities that are consistent with the provisions set forth in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lockthe lock-up Period without the prior written consent of the Representative letter described in subsection (which consent may be withheld at the sole discretion of the Representative)r) hereof.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the each Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering or filing of, or file other than a Registration Statement on Form S-8 registering shares of common stock under the Company’s 2010 Stock Option and Incentive Plan and 2012 Inducement Stock Option Plan, any registration statement under the Securities Act in respect of, any SharesCommon Stock, options, rights or warrants to acquire Shares Common Stock or securities exchangeable or exercisable for or convertible into Shares Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the foregoing shall not apply to (a) the Offered Shares to be sold hereunder, (b) the issuance by the Company may issue Shares of shares of Common Stock upon the exercise of an option or warrant outstanding on the date hereof of which the Underwriters have been advised in writing or that is described in the General Disclosure Package and the Prospectus, or (c) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus, provided that, prior to the grant of any such stock options or other stock-based awards that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in effect at each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described material news or material event, as applicable, unless the Representatives waive, in the Prospectuswriting, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative extension (which consent waiver may be withheld at the sole discretion of the each Representative), except that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Common Stock are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of Rule 139 under the Securities Act in the manner contemplated by FINRA Rule 2711(f)(4), and (iii) the provisions of FINRA Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger collaboration or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of the Representatives), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), That the Company will not, for a period of ninety (90) days from the date of this Agreement, (the “Lock-Up Period”) without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)Representatives, directly or indirectly, sell (including, without limitation, any short sale), indirectly offer, contract or grant any option to sell, assign, transfer, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Actcontract to sell, or otherwise dispose of or transferof, or announce the offering of, or file any registration statement under the Securities Act in respect intention to otherwise dispose of, any Shares or any securities convertible into or exercisable or exchangeable for Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Company’s sale of the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) Units hereunder or publicly announce the intention pursuant to do any of the foregoing; provided, however, that the Company may issue Shares or in connection with (i) pursuant to any director employee benefit plans, equity compensation plans or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company other compensation plans as in effect at existence on the date of the Prospectus (including the issuance of securities thereunder hereof and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, (ii) currently outstanding options, warrants or rights or the Warrants, (iii) beginning on the 31st day after the date of this Agreement, the sale and issuance of Shares pursuant to that certain Sales Agreement, dated as of August 14, 2012, by and between the Company and Xxxxx, or (viv) to one or more counterparties in connection with the consummation of a bona fide strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technologyassets of a third party; provided thatthat the total number of shares of Common Stock, with respect including shares underlying convertible or exercisable securities, that may be issued pursuant to this subsection clause (v), iv) may not exceed ten percent (110%) the sum of the aggregate number of Shares so issued shall not exceed 5% outstanding shares of the total outstanding Shares Common Stock immediately following the completion of the offering contemplated by this Offering Agreement. The Company also agrees that during such period, other than for the sale of the Offered Units hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Units or any securities convertible into or exercisable or exchangeable for Units, Shares and or Warrants; provided, however, the foregoing limitation shall not apply to the filing of any registration statement on Form S-8 in respect of any equity compensation plans or arrangements maintained by the Company. If (2i) the Company issues an earnings release or material news or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event except that such Shares each recipient extension will not apply if, (A) the Company’s common stock is an “actively traded security” (as defined in Regulation M under the Exchange Act), (B) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4) and (C) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or distribution by the Underwriters of any research reports relating to the Company during the 15 days before or after the last day of the Lock-Up Period (before giving effect to such Shares agrees in writing not to sell, offer, dispose extension). The Company will provide the Representatives with prior notice of or otherwise transfer any such Shares during such announcement that gives rise to an extension of the Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)Up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, optionsSubordinated Shares, rights options or warrants to acquire Common Shares, Subordinated Shares or securities exchangeable or exercisable for or convertible into Common Shares or Subordinated Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Common Shares (i) or Subordinated Shares or options to purchase its Common Shares or Subordinated Shares, or Common Shares or Subordinated Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of arrangement described in the Company in effect at the date of Disclosure Package and the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion employment agreements of securities or the exercise of warrants outstanding at the date of the Prospectus Xxxxxx Xxxxx and Xxxxx Xxxxxxxxxxxxx described in the Disclosure Package and the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in but only if the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options, or shares issued upon exercise of such Shares agrees options, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock180-up Period day period without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(n) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) issue Shares, equity awards, restricted stock, or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus, employee benefit plan or dividend reinvestment other stock plan of the Company or arrangement in effect at existence on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus hereof and described in the Prospectus, (ii) issue securities upon exercise or conversion of any of the Company’s outstanding securities or rights outstanding on the date hereof; (iii) pursuant to file a registration statement on Form S-8, S-8 relating to employee benefit plans and (iv) pursuant to any registration rights described in the Time issuance of Sale Prospectus Common Stock or Prospectus, and (v) to one securities convertible into or more counterparties exercisable or exchangeable for Common Stock in connection with strategic transactions involving the consummation of Company and other entities, including without limitation, issuances in connection with strategic transactions (including a strategic partnershipdrilling fund), joint venture, licensing, collaboration, merger manufacturing, development, marketing, co-promotion or distribution arrangements. Notwithstanding the acquisition or license of any business products or technology; provided thatforegoing, with respect to this subsection if (v), (1i) during the sum last 17 days of the aggregate number of Shares so issued shall not exceed 5% of Lock-up Period, the total outstanding Shares immediately following Company issues an earnings release or material news or a material event relating to the completion of this Offering of Shares and Company occurs or (2ii) prior to the issuance expiration of such Shares the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such case the Lock-up Period without will be extended until the prior written consent expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension (which consent waiver may be withheld at the sole discretion of the Representative), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Placement Agents during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Placement Agents 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, and (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with payment of milestones under an existing agreement, or the consummation of a new agreement, for a strategic partnership, joint venture, collaboration, merger collaboration or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the Representativeforegoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if (A) the Shares are “actively traded securities” (as defined in Regulation M), (B) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (C) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 30th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Ladenburg (which consent may be withheld at the sole discretion of the RepresentativeLadenburg), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares and currently or hereafter owned either of record or beneficially by the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsCompany or (iii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (v) Shares sold pursuant to the Company's ‘‘at-the- market’’ equity program pursuant to a series of equity distribution agreements with multiple agents, each dated as of January 22, 2013, (iw) Shares under the Company's dividend reinvestment plan, (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and arrangement described in the Prospectus, (iiiy) pursuant to a registration statement on Form S-8, Shares in exchange for Operating Partnership units and (ivz) pursuant to any registration rights units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the Company’s business as described in the Time of Sale Prospectus (but not otherwise issued in conjunction with any financing or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representativecapital raising activity).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that (1) the Company may issue Shares (i) or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director stock option, stock bonus or employee other stock option plan or arrangement described in the Prospectus or any amendment to or replacement of such plan, stock ownership plan (2) file one or dividend reinvestment plan more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company in effect at existing on the date of the Prospectus (including the issuance or any amendment to or replacement of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii3) pursuant to the conversion of securities or Company may issue shares upon the exercise of warrants outstanding at on the date hereof and (4) the Company may file one or more registration statements under the Securities Act or amendments thereto relating to any registration rights held by persons other than those securityholders listed in Section 8(j) of this Agreement. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus and described in issuance of the Prospectusearnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (iiii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in at the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum expiration of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without Period, the prior written consent Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Representative (which consent may be withheld at Securities Act of 1933, as amended, in the sole discretion manner contemplated by Rule 2711(f)(4) of the Representative)NASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act Act, except for a registration statement on Form S-8 relating to the Company’s existing employee benefit plans, in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to any director or the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Applicable Prospectus, (ii) issuances of Common Stock upon the exercise or settlement of options or restricted stock units or warrants disclosed as outstanding in any Applicable Prospectus; or (iii) the purchase or sale of the Company’s securities pursuant to a plan, stock ownership plan contract or dividend reinvestment plan instruction, if any, that satisfies all of the Company requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect at prior to the date hereof. Notwithstanding the foregoing, if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described material news or material event, as applicable, unless Jefferies waives, in the Prospectuswriting, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative extension (which consent waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the Representative15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriters 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, and (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of the Underwriter), except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, Prospectus or (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger collaboration or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the Representativeforegoing, if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan arrangement described in each Applicable Prospectus or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed thereafter and prior to December 31, 2011, (ii) issue Shares to acquire (in a business combination or otherwise) the capital stock or assets of any corporation, limited liability company, partnership or other entity or business unit and (iii) issue Shares issuable upon the exercise or conversion of warrants or convertible preferred stock of the Company, respectively, existing on the date hereof. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in effect at each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described in the Prospectusmaterial news or material event, (iii) pursuant to a registration statement on Form S-8as applicable, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of unless the Representative waives, in writing, such extension (which consent waiver may be withheld at the sole discretion of the Representative), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. Notwithstanding the foregoing, the restrictions set forth in this Section 3(o) shall not prohibit the Company from (i) granting equity awards with respect to Shares pursuant to the terms of any of its existing employee benefit plans, or (ii) issuing to employees Shares pursuant to the exercise or vesting of any equity award granted by the Company pursuant to the terms of any of its existing employee benefit plans.

Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and ending on and including the 180th 60th day following after the date of the Prospectus (as the same may be extended as described below, the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)not to, directly or indirectly, sell (including1) offer for sale, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, pledge or otherwise dispose of (or transferenter into any transaction or device that is designed to, or announce could be expected to, result in the offering disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans or the offer of shares in connection with any acquisition), or file any registration statement under the Securities Act in respect of, any Shares, sell or grant options, rights or warrants with respect to acquire Shares any shares of Common Stock or securities exchangeable or exercisable for or convertible into Shares or exchangeable for Common Stock (other than as contemplated the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by this Agreement delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the Offered Shares and the Representative’s Warrants, including the shares registration of any Common Stock issuable upon exercise or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than (i) any Representative’s Warrantsregistration statement on Form S-8, (ii) the shelf registration statements on Form S-3 (File Nos. 333-158554 or 333-158556) or any amendment thereto) and (iii) any registration statement filed pursuant to registration rights outstanding on the date hereof or (4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period case without the prior written consent of the Representative (which consent Representative, on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule 2 hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be withheld at (the sole discretion of the Representative“Lock-Up Agreements”).; and

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) securities or Shares pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) Shares pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, Prospectus and (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described Shares in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection accordance with the consummation final court order relating to the settlement of a strategic partnershipIn re Sequenom, joint ventureInc. Securities Litigation, collaboration, merger or the acquisition or license of any business products or technologyMaster File No. 3:09-cv-00921 LAB-WMC; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued relating to the settlement of such case shall not exceed 5% 6,800,000 Shares in the aggregate. Notwithstanding the foregoing, if (A) during the last 17 days of the total outstanding Shares immediately following Lock-up Period, the completion of this Offering of Shares and Company issues an earnings release or material news or a material event relating to the Company occurs or (2B) prior to the issuance expiration of such Shares the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such case the Lock-up Period without will be extended until the prior written consent expiration of the Representative 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which consent waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) the RepresentativeShares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Xxxxxxx Rice & Company L.L.C. (which consent may be withheld at the sole discretion of the RepresentativeXxxxxxx Xxxx & Company L.L.C.), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that (1) the Company may issue Shares (i) or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director stock option, stock bonus or employee other stock option plan or arrangement described in the Prospectus or any amendment to or replacement of such plan, stock ownership plan (2) file one or dividend reinvestment plan more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company in effect at existing on the date of the Prospectus (including the issuance or any amendment to or replacement of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii3) pursuant to the conversion of securities or Company may issue shares upon the exercise of warrants outstanding at on the date hereof and (4) the Company may file one or more registration statements under the Securities Act or amendments thereto relating to any registration rights held by persons other than those securityholders listed in Section 8(j) of this Agreement. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus and described in issuance of the Prospectusearnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (iiii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in at the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum expiration of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without Period, the prior written consent Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Representative (which consent may be withheld at Securities Act of 1933, as amended, in the sole discretion manner contemplated by Rule 2711(f)(4) of the Representative)FINRA.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, and (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viv), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter).. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of the Underwriter), except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. 18

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representative Xxxxxxx Xxxxx and X.X. Xxxxxx (which consent may be withheld at the sole discretion of the RepresentativeXxxxxxx Xxxxx and X.X. Xxxxxx), directly or indirectly, sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock or Common Units, options, rights options or warrants to acquire Shares shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock or Common Units (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingAgreement); provided, however, that the Company may (a) issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and arrangement described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in but only if the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options, or shares issued upon exercise of such Shares agrees options or redemption of such Common Units, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock60-up Period day restricted period and (b) issue Common Stock upon the redemption of Common Units pursuant to the Partnership Agreement, in each case without the prior written consent of Xxxxxxx Xxxxx and X.X. Xxxxxx; provided, further, that the Representative Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the securityholders or other equity owners of the applicable entity from which such real property is acquired, and (B) the recipients of such Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Common Units during the 60-day restricted period without the prior written consent of Xxxxxxx Xxxxx and X.X. Xxxxxx (which consent may be withheld at the sole discretion of the RepresentativeXxxxxxx Xxxxx and X.X. Xxxxxx).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus Prospectuses (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Citigroup, Credit Suisse and Leerink (which consent may be withheld at the sole discretion of the RepresentativeCitigroup, Credit Suisse and Leerink), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus Prospectuses and described in the Prospectuses (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus Prospectuses and described in the Prospectus, Prospectuses or (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger collaboration or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Citigroup, Credit Suisse and Leerink (which consent may be withheld at the sole discretion of Citigroup, Credit Suisse and Leerink). Notwithstanding the Representativeforegoing, if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Citigroup, Credit Suisse and Leerink waive, in writing, such extension (which waiver may be withheld at the sole discretion of Citigroup, Credit Suisse and Leerink), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any SharesCommon Stock, options, rights or warrants to acquire Shares Common Stock or securities exchangeable or exercisable for or convertible into Shares Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares Units and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsSecurities) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) Common Stock and options to purchase Common Stock, and shares of Common Stock underlying options granted, pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at on the date hereof and described in the Time of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, Sale Prospectus; (ii) Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities or warrants are outstanding at on the date of the Prospectus hereof and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and ; (viii) Common Stock to one or more counterparties in connection with the consummation consummation, by the Company, of a strategic partnership, joint venture, collaboration, merger collaboration or the acquisition or license of any business products or technology; , provided that, with respect to this subsection (v), that (1) the sum of the aggregate number of Shares so shares of Common Stock that may be issued pursuant to this clause (iii) shall not exceed five percent (5% %) of the total number of shares of Common Stock outstanding Shares immediately following after the completion closing of the sale of the Units to the Underwriters pursuant to this Offering of Shares Agreement, and (2) prior to the issuance of such Shares this clause (iii) shall not be available unless each recipient of such Shares agrees Common Stock shall have agreed in writing not to sell, offer, dispose of or otherwise transfer any such Shares Common Stock (or engage in any short sales of Common Stock prior to the issuance of such Common Stock) during such the remainder, if any, of the Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies), which agreement shall, in the Representativecase of any such definitive agreement entered into on or after the date hereof, be obtained prior to, or concurrently with, the entry of such definitive agreement; and (iv) the Warrant Shares. Notwithstanding the foregoing, if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if (x) the Common Stock is an “actively traded security” (as defined in Regulation M), (y) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or distribution, by any of the Underwriters, of any research reports relating to the Company during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”Period (as such term is defined below), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act (other than a registration statement on Form S-8) in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) issue shares of its Shares or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and arrangement described in the Prospectus, (iiiii) issue Shares pursuant to a registration statement on Form S-8, (iv) pursuant the exercise of options or warrants that were granted prior to any registration rights described in the Time date of Sale Prospectus or Prospectusthis Agreement, and (viii) issue Shares pursuant to one or more counterparties the conversion of convertible notes issued by Biovest International, Inc., a majority-owned subsidiary of the Company, prior to the date of this Agreement; provided, however, that in connection with the consummation case of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (vi), (1ii) and (iii) above, only if (A) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options, warrants, convertible notes or shares issued upon exercise or conversion of such Shares agrees options, warrants or convertible notes agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares, options, warrants or convertible notes during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the Representative).Jefferies) or (B) such shares, options,

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative DB (which consent may be withheld at the in its sole discretion of the Representativediscretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16(a)-1(h) under the Exchange Act, Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of file a registration statement covering the Company equity incentive plans described in effect at the date of the Prospectus (including the issuance of securities thereunder Disclosure Package and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the CompanyProspectus, (ii) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the conversion of securities any stock option, stock bonus or the exercise of warrants outstanding at the date of the Prospectus and other stock plan or employment arrangement described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in but only if the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options, or shares issued upon exercise of such Shares agrees options, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock90-up Period day period without the prior written consent of the Representative DB (which consent may be withheld at its sole discretion) and (iii) issue ordinary shares upon the sole discretion conversion or exchange of securities in connection with the transactions disclosed in the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the Representative)90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock or Common Units, options, rights options or warrants to acquire Shares shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock or Common Units (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingAgreement); provided, however, that the Company may (a) issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company arrangement described in effect at the date of the Prospectus and (including the issuance of securities thereunder and the issuance of Shares b) issue Common Stock upon the exercise redemption of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) Common Units pursuant to the conversion Partnership Agreement, in each case without the prior written consent of securities the Representatives; provided, further, that the Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the exercise of warrants outstanding at the date securityholders or other equity owners of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectusapplicable entity from which such real property is acquired, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1B) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance recipients of such Shares each recipient of such Shares agrees Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Shares Common Units during such Lockthe 60-up Period day restricted period without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies), and (iv) in connection with the Representativepayment of severance obligations to former employees in the aggregate not to exceed $1.1 million in Shares. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), each of the Company Selling Shareholders will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the in their sole discretion of the Representativediscretion), directly or indirectly: (i) sell or offer to sell any ADSs, sell Ordinary Shares or Related Securities currently or hereafter owned either of record or beneficially (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of as defined in Rule 16a-1(h) 13d-3 under the Exchange Act) by such Selling Shareholder; (ii) enter into any swap; (iii) make any demand for, or otherwise dispose of or transferexercise any right with respect to, or announce the offering of, or file any registration statement under the Securities Act in respect ofof the offer and sale of any ADSs, any Shares, options, rights or warrants to acquire Ordinary Shares or securities exchangeable Related Securities, or exercisable for cause to be filed a registration statement, prospectus or convertible into Shares prospectus supplement (other than as contemplated by this Agreement or an amendment or supplement thereto) with respect to the Offered Shares and the Representative’s Warrantsany such registration, including the shares of Common Stock issuable upon exercise of any Representative’s Warrantsor (iv) or publicly announce the any intention to do any of the foregoing; provided, however, that if the Company may issue Shares (i) pursuant Representatives grant any release or waiver of the foregoing restrictions in connection with a transfer of ADSs to any holder of ADSs or Ordinary Shares of the Company, any officer or director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at other than such Selling Shareholder, the date Representatives shall promptly notify such Selling Shareholder of the Prospectus impending release or waiver, and such Selling Shareholder may sell, transfer or otherwise dispose of, on the same terms and subject to the same conditions of such release or waiver, a pro rata portion (including based upon the issuance number of securities thereunder and so released in relation to the issuance number of Shares upon securities of such other holder subject to similar restrictions as provided for under the exercise Lock-Up Agreement) of options issued pursuant its securities originally subject to such a plan) as such plan may the Lock-Up Agreement; provided further, that the foregoing restrictions shall be amended or amended and restated subject to certain exceptions provided by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described Lock-Up Agreement in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)form set forth as Exhibit A-1 hereto.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Xxxxxxxxxxx (which consent may be withheld at the sole discretion of the RepresentativeXxxxxxxxxxx), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that (1) the Company may issue Shares (i) or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director stock option, stock bonus or employee other stock option plan or arrangement described in the Prospectus or any amendment to or replacement of such plan, stock ownership plan (2) file one or dividend reinvestment plan more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company in effect at existing on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company’s 2007 Equity Incentive Plan or any amendment to or replacement of such plan, (ii3) pursuant to the conversion of securities or Company may issue shares upon the exercise of warrants outstanding on the date hereof, (4) file any required amendments to the Selling Xxxxxxxxxxx X-0, and (5) the transfer of any Shares pursuant to a tender offer, exchange offer, merger, business combination or similar transaction that will result in the holders of the Shares outstanding immediately prior to such transaction failing to continue to represent at least 50% percent of the combined voting power of the Shares or such surviving or other entity outstanding immediately after such transaction. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus and described in issuance of the Prospectusearnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (iiii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any within three business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) days prior to the issuance expiration of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such the Lock-up Period without Period, the prior written consent Company delivers to Xxxxxxxxxxx a certificate, signed by the Chief Financial Officer or Chief Executive Officer of Company, certifying on behalf of the Company that the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of NASD. The Company will provide the Representative (which consent may be withheld at the sole discretion with prior notice of any such announcement that gives rise to an extension of the Representative)restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger collaboration or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 510% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the Representativeforegoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Ladenburg (which consent may be withheld at the sole discretion of the RepresentativeLadenburg), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares and currently or hereafter owned either of record or beneficially by the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsCompany or (iii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, and (y) Shares in exchange for Operating Subsidiary units as described in each Applicable Prospectus. Notwithstanding the foregoing, if (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in effect at each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described material news or material event, as applicable, unless Ladenburg waives, in the Prospectuswriting, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative extension (which consent waiver may be withheld at the sole discretion of Ladenburg), except that such extension will not apply if, within three business days prior to the Representative15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (x) the Shares are “actively traded securities” (as defined in Regulation M under the Exchange Act), (y) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by National Association of Securities Dealers (“NASD”) Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 30th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Series H Preferred Stock, optionsany Series H Units, rights any other shares of Preferred Stock, any other preferred units of limited partnership interest of the Operating Partnership ( “Preferred Units”), any securities of the Company substantially similar to the Series H Preferred Stock, any partnership interests of the Operating Partnership substantially similar to the Series H Units or warrants to acquire Shares any depositary shares or depositary receipts representing or evidencing any of the foregoing or any securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to any of the Offered Shares and the Representative’s Warrantsforegoing, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the an intention to do any of the foregoingforegoing (other than (i) the issuance and sale of the Shares to the Underwriters, (ii) the issuance of Series H Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement, (iii) the issuance of Common Stock and, if applicable, other securities of the Company upon conversion of the Company’s Series G Preferred Stock or the Shares, and (iv) the issuance of Common Units and, if applicable, other securities of the Operating Partnership to the Company upon conversion of the Operating Partnership’s outstanding Series G units of limited partnership interest or the Series H Units); provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan shares of its Series A Preferred Stock in exchange for outstanding Series A Preferred Units of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period Operating Partnership without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)Representatives.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representative Representatives (which consent may be withheld at in the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock or Common Units, options, rights options or warrants to acquire Shares shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or Common Units, or publicly announce the an intention to do any of the foregoingforegoing (other than (i) the issuance and sale of the Shares to the Underwriters, (ii) the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement, (iii) the issuance of Common Stock and, if applicable, other securities of the Company upon conversion of the Company’s Series G Preferred Stock or Series H Preferred Stock, and (iv) the issuance of Common Units and, if applicable, other securities of the Operating Partnership to the Company upon conversion of the Operating Partnership’s outstanding Series G units of limited partnership interest or the Series H units of the limited partnership); provided, however, that the Company may (a) issue Shares (i) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company arrangement described in effect at the date of the Prospectus and (including the issuance of securities thereunder and the issuance of Shares b) issue Common Stock upon the exercise redemption of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) Common Units pursuant to the conversion Partnership Agreement, in each case without the prior written consent of securities the Representatives; provided, further, that the Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the exercise of warrants outstanding at the date securityholders or other equity owners of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectusapplicable entity from which such real property is acquired, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1B) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance recipients of such Shares each recipient of such Shares agrees Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Shares Common Units during such Lockthe 60-up Period day restricted period without the prior written consent of the Representative Representatives (which consent may be withheld at in the sole discretion of the RepresentativeRepresentatives).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative JRCO (which consent may be withheld at the sole discretion of the RepresentativeJRCO), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that (1) the Company may issue Shares (i) or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director stock option, stock bonus or employee other stock option plan or arrangement described in the Prospectus or any amendment to or replacement of such plan, stock ownership plan (2) file one or dividend reinvestment plan more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company in effect at existing on the date of the Prospectus (including the issuance or any amendment to or replacement of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii3) pursuant to the conversion of securities or Company may issue shares upon the exercise of warrants outstanding at on the date hereof and (4) the Company may file one or more registration statements under the Securities Act or amendments thereto relating to any registration rights held by persons other than the Selling Stockholders. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus and described in issuance of the Prospectusearnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (iiii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in at the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum expiration of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without Period, the prior written consent Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Representative (which consent may be withheld at Securities Act of 1933, as amended, in the sole discretion manner contemplated by Rule 2711(f)(4) of the Representative)NASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representativefiling of a registration statement on Form S-8 with respect to an amendment to the Company’s Warrants2003 Stock Option Plan as proposed in the Company’s definitive proxy materials filed with the Commission on May 14, including 2010 and described in the shares of Common Stock issuable upon exercise of any Representative’s WarrantsProspectus) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus or approved for issuance under an amendment to the Company’s 2003 Stock Option Plan as proposed in the Company’s definitive proxy materials filed with the Commission on May 14, 2010 and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company), (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension (which waiver may be withheld at the sole discretion of the Representative), except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 75th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of each of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 16a-1 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, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares and currently or hereafter owned either of record or beneficially by the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsCompany or (iii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may (x) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and (y) file any registration statement with respect to Shares or other securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus. Notwithstanding the foregoing, if (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in effect at each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described in the Prospectusmaterial news or material event, (iii) pursuant to a registration statement on Form S-8as applicable, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum unless each of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of Representatives waives, in writing, such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative extension (which consent waiver may be withheld at the sole discretion of the RepresentativeRepresentatives), except that such extension will not apply if (1) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (x) the Shares are “actively traded securities” (as defined in Regulation M under the Exchange Act), (y) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension) and (2) the Representatives, in their sole discretion, also make the determinations described in clauses (1)(y) and (1)(z) of this Section 3(o). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative DB (which consent may be withheld at the sole discretion of the RepresentativeDB), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of file a registration statement covering the Company equity incentive plans described in effect at the date of the Prospectus (including the issuance of securities thereunder Disclosure Package and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the CompanyProspectus, (ii) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the conversion of securities any stock option, stock bonus or the exercise of warrants outstanding at the date of the Prospectus and other stock plan or employment arrangement described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in but only if the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options, or shares issued upon exercise of such Shares agrees options, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock180-up Period day period without the prior written consent of the Representative DB (which consent may be withheld at the sole discretion of the Representative)DB) and (iii) issue ordinary shares upon the conversion or exchange of securities in connection with the transactions disclosed in the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”Period (as such term is defined below), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of the RepresentativeJefferies), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act (other than (a) a registration statement on Form S-8 and (b) a registration statement covering the resale of Shares issuable to Laurus Master Fund, Ltd. (“Laurus”) pursuant to the Registration Rights Agreement, dated April 29, 2005 and amended on June 9, 2005 and September 13, 2005, between the Company and Laurus Master Fund, Ltd. (the “Laurus Registration Agreement”); provided, however, that (x) such registration statement shall be filed in accordance with the terms of the Laurus Registration Agreement (as such terms are in existence on the date hereof) and cover the resale of only those Shares issuable to Laurus upon conversion of notes or exercise of warrants issued to Laurus on or prior to the date hereof and the shares of the Selling Stockholder as set forth in Section 3.B(a) and (y) Laurus shall have entered into a lock-up agreement in the form attached hereto as Exhibit C and be subject to the terms contained therein for a period commencing on the date hereof and continuing through the close of trading on the last day of the Lock-up Period) in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) issue shares of its Shares or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and arrangement described in the Prospectus, (ii) issue Shares pursuant to the exercise of options or warrants that were granted prior to the date of this Agreement, (iii) issue Shares pursuant to the conversion of convertible notes issued by Biovest International, Inc., a registration statement on Form S-8majority-owned subsidiary of the Company, prior to the date of this Agreement, and (iv) pursuant to any registration rights described issue Shares (or securities convertible into, exercisable for, or exchangeable for Shares) in the Time of Sale Prospectus or Prospectus, and (v) to private placements in connection with one or more counterparties acquisitions or grants of product development or distribution rights or other similar strategic transactions so long as the Company provides a written notice of such transaction to Jefferies prior to entering into a definitive agreement and so long as such Shares are not included in connection with the consummation registration statement filed pursuant to the Laurus Registration Agreement as described above; provided, however, that in the case of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (vi), (1ii), (iii) and (iv) above, only if (A) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares, options, warrants, convertible notes or Shares each recipient issued upon exercise or conversion of such Shares agrees options, warrants or convertible notes agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares, options, warrants or convertible notes during such Lock-up Period without the prior written consent of the Representative Jefferies (which consent may be withheld at the sole discretion of Jefferies) or (B) such Shares, options, warrants, convertible notes or Shares issued upon exercise or conversion of such options, warrants or convertible notes are otherwise subject to resale restrictions during the Representative)Lock-Up Period (or, with respect to such options or shares issued upon such exercise, during the 180-day period following the date of effectiveness of the Registration Statement) pursuant to other contractual arrangements or provisions of the federal securities laws. As used in this Agreement, the term “Lock-up Period” shall mean the initial lock-up period which will commence on the date hereof and will continue to and include the date 180 days after the execution date of this Agreement; provided, however, that if (1) during the last 17 days of the initial lock-up period the Company issues an earnings release material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial lock-up period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial lock-up period, then in each case the lock-up period will be automatically extended until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 45th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan arrangement described in each Applicable Prospectus or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed thereafter and prior to December 31, 2012, (ii) issue Shares to acquire (in a business combination or otherwise) the capital stock or assets of any corporation, limited liability company, partnership or other entity or business unit and (iii) issue Shares issuable upon the exercise or conversion of warrants or convertible preferred stock of the Company, respectively, existing on the date hereof. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in effect at each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities earnings release or the exercise of warrants outstanding at the date occurrence of the Prospectus and described in the Prospectusmaterial news or material event, (iii) pursuant to a registration statement on Form S-8as applicable, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of unless the Representative waives, in writing, such extension (which consent waiver may be withheld at the sole discretion of the Representative), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. Notwithstanding the foregoing, the restrictions set forth in this Section 3(o) shall not prohibit the Company from (i) granting equity awards with respect to Shares pursuant to the terms of any of its existing employee benefit plans, or (ii) issuing to employees Shares pursuant to the exercise or vesting of any equity award granted by the Company pursuant to the terms of any of its existing employee benefit plans.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that the Company may issue Shares (i) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any director or employee stock option planoption, stock ownership bonus or other stock plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and arrangement described in the Disclosure Package and the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in but only if the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance holders of such Shares each recipient shares, options, or shares issued upon exercise of such Shares agrees options, agree in writing not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock180-up Period day period without the prior written consent of the Representative Representatives (which consent may be withheld at the sole discretion of the RepresentativeRepresentatives); (ii) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure Package and the Prospectus; (iii) issue the Company’s Common Stock pursuant to outstanding agreements that involve rights or obligations to issue shares of the Company’s securities as described in the Disclosure Package and the Prospectus; and (iv) issue the Shares to the Underwriters. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the executed Lock-Up Agreements (as described in Section 5(i)) to the Representatives and each individual subject to the restricted period pursuant to a Lock-Up Letter with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Xxxxxxx Xxxxx (which consent may be withheld at the sole discretion of the RepresentativeXxxxxxx Xxxxx), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares (i) securities or Shares pursuant to transactions relating to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Prospectus (including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Companythereto), (ii) Shares pursuant to the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus, or (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) Shares to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business 20 products or technology; provided that, with respect to this subsection (viii), (1) the sum of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without the prior written consent of the Representative Xxxxxxx Xxxxx (which consent may be withheld at the sole discretion of Xxxxxxx Xxxxx). Notwithstanding the Representativeforegoing, if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Xxxxxxx Xxxxx), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives 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 Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Underwriter (which consent may be withheld at the sole discretion of the RepresentativeUnderwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s Warrants) or publicly announce the intention to do any of the foregoingShares); provided, however, that (1) the Company may issue Shares (i) or options to purchase its Shares, or Shares upon exercise of options, pursuant to any director stock option, stock bonus or employee other stock option plan or arrangement described in the Prospectus or any amendment to or replacement of such plan, stock ownership plan (2) file one or dividend reinvestment plan more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company in effect at existing on the date of the Prospectus (including the issuance or any amendment to or replacement of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii3) pursuant to the conversion of securities or Company may issue shares upon the exercise of warrants outstanding at on the date hereof and (4) the Company may file one or more registration statements under the Securities Act or amendments thereto relating to any registration rights held by persons other than those securityholders listed in Section 6(h)(i) and (ii) of this Agreement. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the Prospectus and described in issuance of the Prospectusearnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (iiii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in at the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (v), (1) the sum expiration of the aggregate number of Shares so issued shall not exceed 5% of the total outstanding Shares immediately following the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without Period, the prior written consent Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Representative (which consent may be withheld at Securities Act of 1933, as amended, in the sole discretion manner contemplated by Rule 2711(f)(4) of the Representative)NASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement or make a confidential submission under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights or warrants to acquire Shares shares of Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares and the Representative’s Warrants, including the shares of Common Stock issuable upon exercise of any Representative’s WarrantsSecurities) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of Common Stock, options to purchase shares of Common Stock or restricted stock units representing shares of Common Stock (i) “RSUs”), or issue shares of Common Stock upon exercise of options or upon settlement of RSUs, pursuant to any director or employee stock option planoption, stock ownership bonus, stock purchase or other stock plan or dividend reinvestment plan arrangement described in each Applicable Prospectus, issue shares of Common Stock upon exercise of outstanding warrants described in each Applicable Prospectus, issue shares of Common Stock upon the conversion of outstanding senior secured convertible notes described in each Applicable Prospectus; provided, further, that the foregoing restrictions shall not apply to the issuance of shares of Common Stock and registration under the Securities Act for the resale thereof in accordance with the agreements and plans of merger between the Company and each of Paradigm Diagnostics, Inc. and Viomics, Inc., respectively (collectively, the “Acquisitions”), in effect at the aggregate amount not to exceed 500,000 shares for the Acquisitions; and provided, further, that the Company may issue, sell or deliver shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock in connection with any consulting agreement, acquisition or strategic investment (including without limitation any license, collaboration, joint venture, strategic alliance or partnership) as long as (x) the aggregate number of shares of Common Stock so issued, sold or delivered from the date of the Prospectus (through and including the issuance of securities thereunder and the issuance of Shares upon the exercise of options issued pursuant to such a plan) as such plan may be amended or amended and restated by the Company, (ii) pursuant to the conversion of securities or the exercise of warrants outstanding at 60th day after the date of the Prospectus does not exceed 100,000 shares (subject to adjustment for stock splits and described in the Prospectus, (iii) pursuant to a registration statement on Form S-8, (iv) pursuant to any registration rights described in the Time of Sale Prospectus or Prospectus, and (v) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that, with respect to this subsection (vother similar events), (1y) the sum of the aggregate number of Shares so issued Company shall not exceed 5% of file with the total outstanding Shares immediately following Commission during the completion of this Offering of Shares and (2) prior to the issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or otherwise transfer any such Shares during such Lock-up Period without any registration statement to register such shares under the prior written consent Securities Act, and (z) each recipient of shares of Common Stock agrees in a writing provided to BofA to be bound by the Representative (which consent may be withheld at the sole discretion terms of the Representativethis Section 3(o).