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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 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 continuing through and including the 90th 30th day following the date of this Agreement the Prospectus (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 Jefferies the Underwriter (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(hlend any Shares or Related Securities (as defined below); (ii) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, of any Shares or Related Securities; (iii) file any registration statement under the Securities Act in respect of, of any Common Stock, options, rights Shares or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (iii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock Shares or options agree in writing with the Underwriter 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 Jefferies the Underwriter (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion). Notwithstanding For purposes of the foregoing, if “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the Lock30-day initial lock-up Periodperiod, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodsuch 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 disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies the Underwriter waives, in writing, such extension (which waiver may be withheld at the in its sole discretion of Jefferies), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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)discretion. The Company will provide the Representative 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 90th day following the date of 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 Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders or issue shares of such Common Stock or options agree upon exercise of outstanding warrants described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)each Applicable Prospectus. 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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Representatives), except that such extension will not apply during any period subsequent if (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 Representative 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 90th day following the date of this Agreement 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 Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferieseach 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 Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) 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 of shares of Common Stock upon the exercise of an option or options to purchase Common Stockwarrant 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 issue (c) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise of options, 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 option, stock bonus options or other stock plan or arrangement described in stock-based awards that vest within the Lock-Up Period, each Applicable Prospectus, but only if the holders recipient of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lockgrant shall sign and deliver a lock-up Period without agreement substantially in the prior written consent form of Jefferies (which consent may be withheld at the sole discretion of Jefferies)Exhibit D hereto. 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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferieseach Representative), except that such extension will not apply during any period subsequent if, within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an are “actively traded securitysecurities” (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 Representative 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies BAS and DB (which consent may be withheld at the in their sole discretion of Jefferiesdiscretion), 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” 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 announce could reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. In addition, that the Company may issue Common Stock or options to purchase Common Stocksuch Selling Stockholder agrees that, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at BAS and DB, it will not, during the sole discretion period commencing on the date hereof and ending 180 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Periodday restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 Lock-up Periodrestricted 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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” 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 announce might reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned beneficially (other than as contemplated defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus. In addition, that the Company may issue Common Stock or options to purchase Common Stocksuch Selling Stockholder agrees that, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion Representatives, it will not, during the period commencing on the date hereof and ending 90 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 Lock-up Periodrestricted 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 90th 60th day following the date of 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 Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders or issue shares of such Common Stock or options agree upon exercise of outstanding warrants described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)each Applicable Prospectus. 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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Representatives), except that such extension will not apply during any period subsequent if (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 Representative 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 90th 180th day following the date of this Agreement the Time of 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 Jefferies and LCM (which consent may be withheld at the sole discretion of JefferiesJefferies and LCM), 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 other than on Form S-8 under the Securities Act in respect of, any Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered SharesShares or described in the Prospectus under the heading “Shares Eligible for Future Sale—Registration Rights”) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of each of Jefferies and LCM (which consent may be withheld at the sole discretion of Jefferiesthe Jefferies and LCM). 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 each of Jefferies waivesand LCM waive, in writing, such extension (which waiver may be withheld at the sole discretion of JefferiesJefferies and LCM), except that such extension will not apply during any period subsequent if, within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 90th day following the date of this Agreement 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 Jefferies and Xxxxx Xxxxxxx (which consent may be withheld at the sole discretion of JefferiesJefferies and Xxxxx Xxxxxxx, respectively), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 90th day following the date of this Agreement (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 Jefferies (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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 transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned's intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 trading 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 . The foregoing sentence shall not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (as defined in Regulation M)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 Company meets the applicable requirements of Rule 139 under the Securities Act in the manner offering contemplated by FINRA Rule 2711(f)(4)this Agreement, and (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 in any such case it shall be a condition to such transfer that the transferee executes and delivers to Jefferies an agreement stating that the transferee is receiving and holding such shares subject to the provisions of FINRA Rule 2711(f)(4this Section 3(B)(a), and there shall be no further transfer of such shares except in accordance with this Section 3(B)(a) are not applicable and (iv) 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 research reports relating such case it shall be a condition to such transfer that the transferee executes and delivers to Jefferies an agreement stating that the transferee is receiving and holding such shares subject to the Company published or distributed by any provisions of the Underwriters during the 15 days before or after the last day this Section 3(B)(a), and there shall be no further transfer of the Lock-up Period (before giving effect to such extensionshares except in accordance with this Section 3(B)(a). 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, howeverother than (i) the issuance of restricted Common Stock, that the Company may issue Common Stock restricted stock units or options to purchase acquire Common StockStock pursuant to the Company’s employee benefit plans, qualified stock option plans or issue other equity incentive 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, pursuant to options or restricted stock units or warrants disclosed as outstanding in any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (iA) 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 (iiB) 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th 180th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares, including without limitation, OP Units (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4)) of FINRA, and (iii) the provisions of FINRA NASD Conduct Rule 2711(f)(4) of FINRA 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 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies JRCO (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Stock, options, rights options or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Exchange Act of 1934) by this Agreement with respect to the Offered Shares) such Selling Stockholder, or publicly announce the such Selling Stockholder’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if trading on the holders last day of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Lock-up Period without Period. The foregoing sentence shall not apply to (1) the prior written consent of Jefferies Offered Shares to be sold hereunder or (which consent may 2) a transfer by such Selling Stockholder to an affiliate, provided that such affiliate agrees in writing to be withheld at bound for the sole discretion of Jefferies)Lock-Up Period. 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 during any period subsequent to the delivery by the Company of a certificateif, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) at the Common Stock is an expiration of the Lock-up Period, the Shares are “actively traded securitysecurities” (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 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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodNASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, except as contemplated by this Agreement without the prior written consent of Jefferies Cxxxx (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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” 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 announce might reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, Class B Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock or Class B Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. In addition, that the Company may issue Common Stock or options to purchase Common Stocksuch Selling Stockholder agrees that, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at Cxxxx, it will not, during the sole discretion period commencing on the date hereof and ending 180 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe 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 shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe Representative). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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; provided, as applicablehowever, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will restrictions shall not apply during any period subsequent to the delivery be so extended solely by the Company of a certificate, signed by the Chief Financial Officer or Chief Executive Officer virtue of the Companypublishing or distribution by any Underwriter of any research regarding any earnings release, certifying on behalf material news or a material event, if such research report complies with Rule 139 of the Company that (i) Securities Act and the Common Stock is an “actively traded securitytraded,” (as defined in Rule 101(c)(1) of Regulation M), (ii) the Company meets the applicable requirements of Rule 139 M 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)Exchange Act. The Company will provide the Representative 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 Lock-up Periodrestricted period and (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as described in the Disclosure Package and the Prospectus.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 90th 30th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Jefferies BAS (which consent may be withheld at the sole discretion of JefferiesBAS), 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 shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, Stock or issue Common Stock upon the exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock30-up Period day period without the prior written consent of Jefferies BAS (which consent may be withheld at the sole discretion of Jefferiesthe BAS). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock30-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock30-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock30-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 Lock-up Periodrestricted 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 90th day following the date of this Agreement 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 Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable ProspectusProspectus or in the Company’s Annual Report on Form 10-K for the year ended December 31, but only if the holders 2010, or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed thereafter, and (ii) issue shares of such Common Stock to acquire (in a business combination or options agree in writing not to sellotherwise) the capital stock or assets of any corporation, offerlimited liability company, dispose of partnership or otherwise transfer any such shares other entity or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)business unit. 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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Representatives), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 Representatives 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 of Common Stock pursuant to the terms of any of its existing employee benefit plans, or (ii) issuing to employees shares of Common Stock 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Stockholder will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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” 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 announce might reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, trading on the date 180 days after the date of the Prospectus other than pursuant to any stock optionthis Agreement. In addition, stock bonus or other stock plan or arrangement described in each Applicable Prospectussuch Selling Stockholder agrees that, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion Representatives, it will not, during the period commencing on the date hereof and ending 180 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(j) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 90th day following the date of this Agreement the Prospectus (as the same may be extended as described below, the “Company Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (i) during the last 17 days of the Company 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 Company Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Company Lock-up Period, then in each case the Company 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Company of 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 is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (ii) the Company company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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-Company 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Stockholders will not, without the prior written consent of Jefferies A.X. Xxxxxxx (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Stock, options, rights options or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) Selling Stockholders, or publicly announce the Selling Stockholder’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if trading on the holders last day of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Lock-up Period without Period. The foregoing sentence shall not apply to (i) bona fide gifts, provided the prior written consent recipient thereof agrees in writing with the Representative to be bound by the terms of Jefferies this agreement, (which consent may ii) dispositions to any trust for the direct or indirect benefit of the Selling Stockholders and/or immediate family of the Selling Stockholders, provided that such trust agrees in writing with the Representative to be withheld at bound by the sole discretion terms of Jefferies)this agreement, (iii) shares of common stock of the Company purchased by the Selling Stockholders in the secondary market following the Offering and (iv) shares of common stock of the Company acquired by the Selling Stockholders in connection with the Company’s dividend reinvestment plan. Notwithstanding the foregoing, if (i1) 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 occurs, or (ii2) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended restrictions imposed by this Section (3)(B)(a) 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, as applicable, unless Jefferies A.X. Xxxxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 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 90th day following the date of 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 Jefferies the Representatives (which consent may be withheld at the their sole discretion of Jefferiesdiscretion), 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 Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies the Representatives (which consent may be withheld at the their sole discretion of Jefferiesdiscretion). 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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the their sole discretion of Jefferiesdiscretion), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 90th 60th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of the warrants referred to in Section 1(z) of this Agreement or upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 Representative 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each [PAGE] Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an “Shares are "actively traded security” 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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th 45th day following the date of 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of warrants or options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Underwriter), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 Representative 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock or Shares, options to purchase Common StockShares or performance share units, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement and may issue Shares upon exercise of warrants outstanding on the date hereof, in each case as described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th day following the date of this Agreement 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may may (i) issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable ProspectusProspectus or in the Company’s Annual Report on Form 10-K for the year ended December 31, but only if the holders 2008, or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed thereafter, and (ii) issue shares of such Common Stock to acquire (in a business combination or options agree in writing not to sellotherwise) the capital stock or assets of any corporation, offerlimited liability company, dispose of partnership or otherwise transfer any such shares other entity or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)business unit. 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 the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Underwriter), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 Representative Underwriter 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 of Common Stock pursuant to the terms of any of its existing employee benefit plans, or (ii) issuing to employees shares of Common Stock 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock (i) securities or options Shares pursuant to purchase Common Stocktransactions relating to any director or employee stock option plan, stock ownership plan or issue Common Stock 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, options issued pursuant thereto) and (ii) Shares pursuant to any stock option, stock bonus the conversion of securities or other stock plan or arrangement the exercise of warrants outstanding at the date of the Prospectus and described in each Applicable the Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (iA) 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 (iiB) 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 during any period subsequent to the delivery by the Company of a certificateif, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Common Stock is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA NASD Conduct Rule 2711(f)(4) are do not applicable to 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 90th 180th day following the date of this Agreement the Time of Sale Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 (other than a registration statement on Form S-8) in respect of, any Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th day following the date of this Agreement the Prospectus (as the same such period may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that (A) the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)) and (B) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in each Applicable Prospectus. 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 90th 60th day following the date of this Agreement the Prospectus (as the same may be extended as described below, the “Company Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (i) during the last 17 days of the Company 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 Company Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Company Lock-up Period, then in each case the Company 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Company of 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 is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (ii) the Company company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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-Company 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 90th 60 day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Jefferies UBS (which consent may be withheld at the sole discretion of JefferiesUBS), 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 shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, Stock or issue Common Stock upon the exercise of options, pursuant to any dividend reinvestment plan, stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock60-up Period day period without the prior written consent of Jefferies UBS (which consent may be withheld at the sole discretion of Jefferiesthe UBS). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock60-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock60-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock60-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative Underwriter 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 Lock-up Periodrestricted 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights options or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may issue Common Stock shares of its Shares or options to purchase Common Stockits Shares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies)) or are otherwise contractually prevented from selling, disposing of or otherwise transferring any such shares or options during such Lock-up Period. 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company (a) may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)) or (b) file one or 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 existing on the date of the Prospectus or any amendment to or replacement of such plan. 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 Section (f)(4) of Rule 2711(f)(42711 of the National Association of Securities Dealers, Inc. (the “NASD”), and (iii) the provisions of FINRA NASD 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 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Common Stock or and options to purchase Common Stock, or issue and shares of Common Stock upon exercise of optionsunderlying options granted, pursuant to any director or employee stock optionoption plan, stock bonus or other stock ownership plan or arrangement dividend reinvestment plan of the Company in effect on the date hereof and described in the Time of Sale Prospectus; (ii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the Time of Sale Prospectus; (iii) adopt one (1) new equity incentive plan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (iii) shall not be available unless each Applicable Prospectusrecipient of shares of Common Stock, but only if or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the holders remainder of the Lock-up Period; or (iv) issue Common Stock to one or more counterparties in connection with the consummation, by the Company, of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (1) the aggregate number of shares of Common Stock that may be issued pursuant to this clause (iv) shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately after the closing of the sale of the Offered Shares to the Underwriters pursuant to this Agreement, and (2) this clause (iv) shall not be available unless each recipient of such Common Stock shall have, prior to, or options agree concurrently with, the entry of a definitive agreement in connection with the applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of or otherwise transfer any such shares Common Stock (or options 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (iA) 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 (iiB) 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 during any period subsequent to the delivery by the Company of a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that if (ix) the Common Stock is an “actively traded security” (as defined in Regulation M), (iiy) the Company meets the applicable requirements of Rule 139 139(a)(1) under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iiiz) the provisions of FINRA NASD Conduct Rule 2711(f)(4) are do not applicable to restrict the publication or distribution, by any of the Underwriters, 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 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 90th day following the date of 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 Jefferies the Lead Underwriters (which consent may shall not be withheld at the sole discretion of Jefferiesunreasonably withheld), directly or indirectly, sell (including, without limitation, any short sale), indirectly offer, sell, contract or grant any option to sell, secure, pledge, grant or sell any options, accelerate the vesting of any options, right or warrant to purchase, or otherwise lend, transfer or dispose of, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose any of or transferthe Company’s securities, or announce make any short sale, engage in any hedging transaction, or enter into any swap or other arrangement that transfers to another any of the offering ofeconomic consequences of ownership of Common Shares, or file any registration statement under the Securities Act in respect of, any Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock or Shares, options to purchase Common StockShares or performance share units, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, may issue Common Shares upon exercise of warrants outstanding on the date hereof, in each case as described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 waivesthe Lead Underwriters waive, in writing, such extension (which waiver may shall not be withheld at the sole discretion of Jefferies), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 extensionunreasonably withheld). The Company will provide the Representative Lead 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but but, in the case of any individual named in Exhibit B, only if the holders holder of such Common Stock shares, options, or options agree shares issued upon exercise of such options, agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the original 90-day Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Rule 2711(f)(4), and (iii) the provisions of FINRA NASD 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights options or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may issue Common Stock Shares or options to purchase Common Stockits Shares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Time of Sale Prospectus and the Prospectus, but only if and the holders Company may issue Shares upon conversion of such Common Stock or options agree convertible securities outstanding as of the date hereof described in writing not to sell, offer, dispose the Time of or otherwise transfer any such shares or options during such Lock-up Period without Sale Prospectus and the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)Prospectus. 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 during any period subsequent if, within three days prior to the delivery by expiration of the Lock-up Period, the Company of delivers to Jefferies & Company, Inc. a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Company’s shares of Common Stock is an are “actively traded securitysecurities” (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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Shareholder will not, without the prior written consent of Jefferies (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Stock, options, rights options or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Exchange Act) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if trading on the holders 90th day following the date of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Prospectus (the “Selling Shareholder Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of JefferiesPeriod”). Notwithstanding the foregoing, if (i) during the last 17 days of the Selling Shareholder 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 Selling Shareholder Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Selling Shareholder Lock-up Period, then in each case the Selling Shareholder 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Selling Shareholder Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (ii) the Company company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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-Selling Shareholder 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 90th day following the date of this Agreement 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 Jefferies each of the Representatives (which consent may be withheld at the their sole discretion of Jefferiesdiscretion), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 each of the Representatives waives, in writing, such extension (which waiver may be withheld at the their sole discretion of Jefferiesdiscretion), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies the Representative (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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” 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 announce could reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. In addition, that the Company may issue Common Stock or options to purchase Common Stocksuch Selling Stockholder agrees that, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion Representative, it will not, during the period commencing on the date hereof and ending 180 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Periodday restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 Lock-up Periodrestricted 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Shareholder will not, without the prior written consent of Jefferies the Underwriter (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Stock, options, rights options or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Exchange Act of 1934) by this Agreement with respect to the Offered Shares) Selling Shareholder, or publicly announce the Selling Shareholder’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if trading on the holders last day of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Lock-up Period without Period. The foregoing sentence shall not apply to (1) the prior written consent of Jefferies Offered Shares to be sold hereunder or (which consent may 2) a transfer by the Selling Shareholder to an affiliate, provided that such affiliate agrees in writing to be withheld at bound for the sole discretion of Jefferies)Lock-Up Period. 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 during any period subsequent to the delivery by the Company of a certificateif, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) at the Common Stock is an expiration of the Lock-up Period, the Shares are “actively traded securitysecurities” (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 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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodNASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof of this Agreement and ending on and including the 90th day following earlier to occur of (i) the date sale of all Shares being offered pursuant to this Agreement and (ii) the termination of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies)Agent, 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 transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to (i) the Offered Shares) or publicly announce the intention to do any Company’s sale of the foregoing; provided, however, that Shares hereunder and (ii) the Company may issue issuance of Common Stock or options to purchase acquire Common Stock pursuant to 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 Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares 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, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or issue Common Stock upon exercise of options, pursuant except for a registration statement on Form S-8 relating to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)employee benefit plans. Notwithstanding the foregoing, if The Company hereby agrees that (i) during the last 17 days of the Lock-up Period, the Company if it issues an earnings release or material news news, or if a material event relating to the Company occurs occurs, during the last seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-up Up Period, the Company announces that it will release earnings results during the 16-day sixteen (16)-day period beginning on the last day of the Lock-up Up Period, then in each case the Lock-up Period will be extended restrictions imposed by this paragraph (p) or the letter shall continue to apply until the expiration of the 18-day eighteen (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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 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 90th day ninety (90) days following the date of this Agreement 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), 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” 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 Common StockShares, options, rights options or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (i1) 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 occurs, or (ii2) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended restrictions imposed by this Section (3)(A)(m) 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, as applicable, unless Jefferies the Underwriter waives, in writing, such extension (which waiver may be withheld at extension. The foregoing restrictions in the sole discretion of Jefferies), except that such extension will immediately preceding paragraph shall not apply during any period subsequent to (A) the delivery issuance by the Company of a certificate, signed by its Shares pursuant to the Chief Financial Officer dividend reinvestment plan or Chief Executive Officer of the Company, certifying on behalf (B) any options granted pursuant to any stock option plan of the Company that (i) the Common Stock is an “actively traded security” (as defined in Regulation M), (ii) the Company meets the applicable requirements of Rule 139 under the Securities Act referred to 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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodProspectus.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of 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 Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders or issue shares of such Common Stock or options agree upon exercise of outstanding warrants described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)each Applicable Prospectus. 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-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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Representatives), except that such extension will not apply during any period subsequent if (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 Representative 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), directly or indirectly, sell (including, including without limitation, 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 transferof, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common StockShares, options, rights or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the an intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies BAS (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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” 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 announce might reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. In addition, that the Company may issue Common Stock or options to purchase Common Stocksuch Selling Stockholder agrees that, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at BAS, it will not, during the sole discretion period commencing on the date hereof and ending 180 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 Lock-up Periodrestricted 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 90th day following the date of 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 Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe 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 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders or issue shares of such Common Stock or options agree upon exercise of outstanding warrants described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)each Applicable Prospectus. 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 the Representative waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Representative), except that such extension will not apply during any period subsequent if (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Shareholder will not, without the prior written consent of Jefferies (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Stock, options, rights options or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Exchange Act) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if trading on the holders 135th day following the date of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Prospectus (the “Selling Shareholder Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of JefferiesPeriod”). Notwithstanding the foregoing, if (i) during the last 17 days of the Selling Shareholder 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 Selling Shareholder Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Selling Shareholder Lock-up Period, then in each case the Selling Shareholder 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Selling Shareholder Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (ii) the Company company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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-Selling Shareholder 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th 180th day following the date of this Agreement 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 Jefferies and Xxxxx (which consent may be withheld at the sole discretion of Jefferies)Jefferies and Xxxxx, directly or indirectly, 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s 2006 Stock Option Plan and 2011 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s 2006 Stock Option Plan and 2011 Omnibus Equity Incentive Plan, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of Jefferiesthe Jefferies and Xxxxx). 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 occurs, (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 currently or hereafter owned either of record or beneficially by the Company or (iiiii) 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 waivesand Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies)Jefferies and Xxxxx, except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 90th 45th day following the date of this Agreement 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 Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies X.X. Xxxxxxx & Sons, Inc. (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), directly or indirectly, sell offer for sale, contract to sell, sell, distribute or grant any option, right or warrant to purchase (including, including without limitation, limitation any short sale), offer, contract or grant any option to sell, pledge, transfer hypothecate, or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, enter into any derivative transaction with similar effect as a sale or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or announce might reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned's intention to do any of the foregoing; provided, howeverfor a period commencing on , that 2007 and continuing through the Company may issue Common Stock or options to purchase Common Stockclose of trading on the date 60 days after the date of the Prospectus. In addition, or issue Common Stock upon exercise of optionssuch Selling Stockholder agrees that, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at X.X. Xxxxxxx & Sons, Inc., it will not, during the sole discretion period commencing on the date hereof and ending 60 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock60-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock60-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock60-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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 Lock-up Periodrestricted 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 90th 180th day following the date of this Agreement 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 Jefferies and Xxxxx Xxxxxxx (which consent may be withheld at the in their sole discretion of Jefferiesdiscretion), 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 (except for a registration statement on Form S-8) under the Securities Act in respect of, any Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) sell the Offered Shares pursuant to this Agreement, and (B) issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 waivesand Xxxxx Xxxxxxx waive, in writing, such extension (which waiver may be withheld at the in their sole discretion of Jefferies), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 extensiondiscretion). The Company will provide the Representative 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies BAS (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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” 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 announce might reasonably be expected to, result in the offering disposition of, or file ) any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Offered Shares) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 60 days after the date of the Prospectus. In addition, that the Company may issue Common Stock or options to purchase Common Stocksuch Selling Stockholder agrees that, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at BAS, it will not, during the sole discretion period commencing on the date hereof and ending 60 days after the date of Jefferies)the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock60-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock60-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock60-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative 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. Notwithstanding the foregoing, the Selling Stockholders may transfer shares of Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) by will or intestate, (iii) to any trust, partnership or limited liability company for the direct or indirect benefit of their or their immediate families, provided that the trustee of the trust, partnership or the limited liability company, as the case may be, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iv) pledge to financial institutions as collateral and foreclosures of such pledges, provided that such transferees or pledgees (including a pledgee after the pledge has been foreclosed), as applicable, agrees to be bound in writing by the restrictions set forth herein, (v) to the extent applicable, as distributions of the shares of Common Stock to any of the Selling Stockholders’ wholly-owned subsidiaries or to any of their direct or indirect members or partners, provided, however, that (A) it shall be a condition to such transfer that the transferee (if not already subject to the terms and conditions set forth herein) execute an agreement stating that such transferee is receiving and holding such capital stock subject to the terms and conditions set forth herein and there shall be no further transfer of such capital stock except in accordance with the terms and conditions set forth herein, and (B) such transfer shall not involve a disposition for value or (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv). For purposes of the foregoing restrictions, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The Selling Stockholders now have, and, except as contemplated by clause (i) through (vi) above, for the duration of the Lock-up PeriodPeriod (including any extension thereof as described herein) will have, good and marketable title to the Lock-up Shares, free and clear of all liens, encumbrances, and claims whatsoever. The Selling Stockholders also agree and consent to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-up Shares during the Lock-up Period except in compliance with the foregoing restrictions.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 such 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 the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Underwriter), except that such extension will not apply during any period subsequent if, within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (iA) the Common Stock is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (iiB) 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 (iiiC) 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 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 Representative 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe 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 shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may (i) issue shares of its Common Stock or options to purchase its Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe Representative). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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; provided, as applicablehowever, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will restrictions shall not apply during any period subsequent to the delivery be so extended solely by the Company of a certificate, signed by the Chief Financial Officer or Chief Executive Officer virtue of the Companypublishing or distribution by any Underwriter of any research regarding any earnings release, certifying on behalf material news or a material event, if such research report complies with Rule 139 of the Company that (i) Securities Act and the Common Stock is an “actively traded securitytraded,” (as defined in Rule 101(c)(1) of Regulation M), (ii) the Company meets the applicable requirements of Rule 139 M 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)Exchange Act. The Company will provide the Representative 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 Lock-up Periodrestricted period and (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as described in the Preliminary Prospectus and the Prospectus.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the date of 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 Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives). 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 waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Representatives), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (iA) the Common Stock is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (ii) and the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Rule 2711(f)(4), and (iii) the provisions of FINRA NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating (or its successor provision) or (B) a significant news or a significant event with respect to the Company published or distributed by any of the Underwriters has occurred during the 15 days before or after the last day of the Lock-up Up Period (before giving effect to such extension). The Company will provide the Representative 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 90th day following the date of this Agreement 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 Jefferies X.X. Xxxxxx (which consent may be withheld at the sole discretion of JefferiesX.X. Xxxxxx), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares, deferred stock units, restricted stock units or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of optionsoptions or vesting of restricted stock units or deferred stock units, in each case pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 X.X. Xxxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of JefferiesX.X. Xxxxxx), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 the National Association of Securities Dealers Inc. (the “NASD”) Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA NASD Conduct Rule 2711(f)(4) are do not applicable to restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters 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 Representative 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 90th day following the date of this Agreement 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including any short sale), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) Shares or publicly announce the intention to do any of the foregoing; provided, however, that the Company (i) may issue Common Stock Shares or options to purchase Common Stockits Shares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders Time of Sale Prospectus and the Prospectus or any amendment to or replacement of such Common Stock plan, and (ii) file one or more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options agree in writing not to sell, offer, dispose purchase Shares granted under the employee benefit plans of the Company existing on the date of the Prospectus or otherwise transfer any amendment to or replacement of such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)plan. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 during any period subsequent if, within three business days prior to the delivery by expiration of the Lock-up Period, the Company of delivers to the Underwriter a certificate, signed by the Chief Financial Officer or Chief Executive Operating Officer of the Company, certifying on behalf of the Company that (i) the Common Stock is an Company’s shares of common stock are “actively traded securitysecurities” (as defined in Regulation M), (ii) and that the Company meets the applicable requirements of paragraph (a)(1) 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)NASD. The Company will provide the Representative 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 90th 60th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders or issue shares of such Common Stock or options agree upon exercise of outstanding warrants described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)each Applicable Prospectus. 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 the Jefferies), except that such extension will not apply during any period subsequent if (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 Representative 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 90th day following the date of this Agreement 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 Jefferies and Xxxxx Xxxxxxx (which consent may be withheld at the in their sole discretion of Jefferiesdiscretion), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx Xxxxxxx (which consent may be withheld at the in their sole discretion of Jefferiesdiscretion). 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 waivesand Xxxxx Xxxxxxx waive, in writing, such extension (which waiver may be withheld at the in their sole discretion of Jefferiesdiscretion), except that such extension will not apply during any period subsequent if, within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (iA) the Common Stock is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (iiB) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iiiC) the provisions of FINRA NASD Conduct Rule 2711(f)(4) are do not applicable to 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 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 90th day following the date of this Agreement 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 Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe Representative), directly or indirectly, sell, offer, contract to sell (including, including without limitation, limitation any short sale), offer, contract or grant any option to selloption, warrant or right for the sale of, pledge, transfer transfer, establish or establish increase an open “put equivalent position” in or liquidate or decrease a “call equivalent position” in, in each case within the meaning of Rule 16a-1(h) under the Exchange Act, enter into any swap or other agreement or transaction that transfers, in whole or in part, the economic consequences of ownership of, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common StockShares, options, rights options or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) ), or publicly announce the an intention to do any of the foregoing; provided, however, that the Company may issue Common Stock shares of its Shares or options to purchase Common Stockits Shares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe 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 Jefferies the Representative waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies)extension, except that such extension will not apply during any period subsequent if, within three days prior to the delivery by expiration of the Lock-up Period, the Company of delivers to the Representative a certificate, signed by the Chief Financial Officer chief financial officer or Chief Executive Officer the chief executive officer of the Company, certifying on behalf of the Company that (i) the Company’s shares of Common Stock is an are “actively traded securitysecurities” (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 M of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extensionCommission). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company (i) may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if Prospectus or as subsequently amended with the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies the Company’s stockholders, (which consent may be withheld at ii) upon exercise or conversion of any outstanding security; (iii) additional sales pursuant to the sole discretion Registration Statement; (iv) issuances to strategic partners approved by the Company’s board of Jefferies)directors; (v) warrant coverage for lenders; and the filing of an S-8 registration statement and post effective amendments to currently effective registration statements. 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 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 Representative 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 90th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Stockholder will not, without the prior written consent of Jefferies Xxxxxxx Xxxx & Company L.L.C. (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), 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, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Stock, options, rights options or warrants to acquire Common Stock Shares, or securities exchangeable or exercisable for or convertible into Common Stock Shares currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Exchange Act) by this Agreement with respect to the Offered Shares) Selling Stockholder, or publicly announce the Selling Stockholder’s intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if trading on the holders last day of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Lock-up Period without Period. The foregoing sentence shall not apply to (1) the prior written consent of Jefferies Optional Shares to be sold hereunder or (which consent may 2) a transfer by the Selling Stockholder to an affiliate, provided that such affiliate agrees in writing to be withheld at bound for the sole discretion of Jefferies)Lock-Up Period. 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 during any period subsequent to the delivery by the Company of a certificateif, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) at the Common Stock is an expiration of the Lock-up Period, the Shares are “actively traded securitysecurities” (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 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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodFINRA.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if 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 during any period subsequent if, within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (iA) the Common Stock is an Shares are “actively traded securitysecurities” (as defined in Regulation M), (iiB) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA NASD Conduct Rule 2711(f)(4), and (iiiC) the provisions of FINRA 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 Representative 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 90th day following the date of this Agreement 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 Jefferies JRCO (which consent may be withheld at the sole discretion of JefferiesJRCO), 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 Common StockShares, options, rights options or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that (1) the Company may issue Common Stock Shares or options to purchase Common Stockits Shares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders Prospectus or any amendment to or replacement of such Common Stock plan, (2) the Company may file one or more registration statements on Form S-8 or amendments thereto relating to the issuance of Shares or the issuance and exercise of options agree in writing not to sell, offer, dispose purchase Shares granted under the employee benefit plans of the Company existing on the date of the Prospectus or otherwise transfer any amendment to or replacement of such plan and (3) the Company may issue shares or options during such Lock-up Period without upon the prior written consent exercise of Jefferies (which consent may be withheld at warrants outstanding on the sole discretion of Jefferies)date hereof. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release release, or material a news or a material other event relating to the Company occurs that, in the good faith judgment of the Representatives, is material to the Company, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 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 90th 180th day following the date of 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 Jefferies Fxxxxx (which consent may be withheld at the sole discretion of JefferiesFxxxxx), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company (1) may issue Common Stock Shares or options to purchase Common Stock, or issue Common Stock Shares upon exercise of options, options any may file registration statements on Form S-8 related or pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus or (2) may issue Shares to acquire interests in Cut Bank Gas Company as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 Fxxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of JefferiesFxxxxx), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 Fxxxxx 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 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 90th 60th day following the date of 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter). 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 the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Underwriter), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 Representative 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 90th 180th day following the date of this Agreement (as the same may be extended as described belowProspectus, the “Lock-up Period”), the Company Trust will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld at the sole discretion of Jefferiesthe Representatives), 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 that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common StockShares, options, rights options or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce Shares and the intention issuance of Common Shares to do any the Selling Shareholder as part of the foregoingContribution and as contemplated by the Master Transaction Agreement); provided, however, provided that the Company Trust may issue file a registration statement on Form S-8 to register Common Stock or options to purchase Common Stock, or issue Common Stock upon exercise of options, Shares pursuant to any stock option, stock bonus or other stock Trust employee benefit plan or arrangement described in each Applicable Prospectusthe Disclosure Package and the Prospectus and may grant stock options, but only if shares of restricted stock and other awards pursuant to the holders terms of any Trust employee benefit plan described in the Disclosure Package and the Prospectus as long as such awards do not vest, in whole or in part, during such 180-day period or the recipient of such Common Stock or options agree vested award agrees to be bound by the restrictions described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)this section. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company Trust issues an earnings release or material news or a material event relating to the Company occurs Trust occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company Trust announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Trust will provide the Representative Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5 (j) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock or Shares, options to purchase Common StockShares or performance share units, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, may issue Shares upon exercise of warrants outstanding on the date hereof and may issue warrants to purchase Shares, and Shares upon exercise thereof, to the Canadian Industrial Technologies Office, in each case as described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 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 continuing through and including the 90th 30th day following the date of this Agreement the Prospectus (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 Jefferies the Underwriter (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(hlend any Shares or Related Securities (as defined 14 below); (ii) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, of any Shares or Related Securities; (iii) file any registration statement under the Securities Act in respect of, of any Common Stock, options, rights Shares or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (iii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock Shares or options agree in writing with the Underwriter 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 Jefferies the Underwriter (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion). Notwithstanding For purposes of the foregoing, if “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the Lock30-day initial lock-up Periodperiod, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodsuch 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 disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies the Underwriter waives, in writing, such extension (which waiver may be withheld at the in its sole discretion of Jefferies), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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)discretion. The Company will provide the Representative 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 90th 180th day following the date of this Agreement 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 Jefferies Xxxxxxxxxxx (which consent may be withheld at the sole discretion of JefferiesXxxxxxxxxxx), 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) 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 Act, except as may be consented to by Xxxxxxxxxxx, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, but only if and the holders of such Company may issue Common Stock or options agree upon conversion of convertible securities outstanding as of date hereof as described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at Disclosure Package and the sole discretion of Jefferies)Prospectus. 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 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 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, 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(i) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the date of this Agreement the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Selling Stockholder Lock-up Period”), the Company Selling Stockholder will not, without the prior written consent of Jefferies Xxxx (which consent may be withheld at the in its sole discretion of Jefferiesdiscretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities; (including, without limitation, ii) effect any short sale)sale or establish or increase any put equivalent position or liquidate or decrease any call equivalent position of any Shares or Related Securities; (iii) pledge, offer, contract hypothecate or grant any option to sell, pledge, security interest in any Shares or Related Securities; (iv) in any other way 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 transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or file Related Securities; (vii) participate in the filing of any registration statement under the Securities Act in respect of, of any Common Stock, options, rights Shares or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) or publicly announce the intention to do any of the foregoing; provided, however, that . The foregoing shall not apply to the Company may issue Common Stock or options Shares to purchase Common Stock, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described be sold in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)this offering. Notwithstanding the foregoing, if If (i) during the last 17 days of the Lock90-day initial Selling Stockholder lock-up Periodperiod, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodsuch period, then in each case the Selling Stockholder 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 disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies Xxxx waives, in writing, such extension (which waiver may be withheld at the in its sole discretion of Jefferies), except that such extension will not apply during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 extensiondiscretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Selling Stockholder 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 90th day following the date of 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock or options agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 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 Representative 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies). Notwithstanding the foregoing, if (iA) 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 (iiB) 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 during any period subsequent if, within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA NASD Conduct Rule 2711(f)(4) are do not applicable to 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 90th 180th day following the date of this Agreement the Prospectus (as the same may be extended as described below, the “Lock"LOCK-up Period”UP PERIOD"), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common StockShares, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies). 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 during any period subsequent to the delivery by the Company of 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 is an “actively traded security” (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 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 90th day following the date of this Agreement 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 Jefferies (which consent may be withheld at the sole discretion of Jefferies), 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 Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may may: (i) issue Common Stock or Stock, options to purchase Common StockStock or other stock-based incentive awards, which options and awards shall do not vest until the completion of the Lock-Up Period, or issue Common Stock upon the exercise of options, pursuant to any stock option, stock incentive, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such ; and (ii) issue Common Stock or options agree upon the exercise of any warrants described in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies)applicable preliminary prospectus. 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 during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an are “actively traded securitysecurities” (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 Representative Jefferies 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 90th 60th day following the date of 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 Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter), 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 Common StockShares, options, rights or warrants to acquire Common Stock Shares or securities exchangeable or exercisable for or convertible into Common Stock Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Common Stock Shares or options to purchase Common Stock, or issue Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, but only if the holders of such Common Stock shares, options, or options shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies the Underwriter (which consent may be withheld at the sole discretion of Jefferiesthe Underwriter). 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 the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferiesthe Underwriter), except that such extension will not apply during any period subsequent if, (i) within three business days prior to the delivery by 15th calendar day before the last day of the Lock-up Period, the Company of 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 is an Shares are “actively traded securitysecurities” (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 NASD Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA 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 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 Representative Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.