Common use of Clear Market Clause in Contracts

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statementinitial public offering of the Shares, the Company Selling Shareholder will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (Bcollectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Lock-up Securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Lock-up Securities, without both (x) the prior written consent of two of the Representative. four Representatives and (iiy) The restrictions contained in Section 3(l)(i) hereof shall not apply the prior written notice to the offer and sale of other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder. , (iiib) If the Representativetransfers to (1) any of its stockholders, in its sole discretionpartners, agree to release members or waive the restrictions set forth in any Lock-Up Agreement affiliates (as such term is defined belowin Rule 501(b) for under the Securities Act (each, an officer “Affiliate”)) or director any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Company Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and provide deliver to the Company with notice of the impending release or waiver Representatives a lock-up letter in the form of Exhibit B hereto at least three business days before this paragraph for the effective date balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or waiver, then material news or a material event relating to the Company agrees occurs; or (2) prior to announce the impending expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date occurrence of the release material news or waivermaterial event.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the Representative, Sales Agents (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the shares Common Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the . The foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to (i) the offer and sale Shares to be sold hereunder, (ii) any shares of Common Stock of the Shares hereunder. Company and options to purchase shares of Common Stock granted under the Company’s equity compensation plans, and shares of Common Stock issued upon exercise of options granted under such equity compensation plans or any warrants issued by the Company and (iii) If any shares of Common Stock issued by the RepresentativeCompany in connection with a dividend reinvestment plan. Notwithstanding the foregoing, in its sole discretionthe event that either (i) during the period that begins on the date that is 15 calendar days plus 3 business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, agree to the Company issues an earnings release or waive material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director herein will continue to apply until the expiration of the Company and provide date that is 15 calendar days plus 3 business days after the date on which the earnings release is issued or the material news or event related to the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiveroccurs.

Clear Market. (i) For The Company will obtain the agreement of its officers, directors and holders of 5% or more of its common stock prior to the offering that for a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officersand, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date Date, the Company and any successor (eacheach such period, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ax) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (By) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares shares, whether any such transaction described in clause (Ax) or (By) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (Cc) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D4) publicly disclose the intention to do any of the foregoing without foregoing; provided, that nothing in this Section 3(k)(i) shall in any manner preclude the prior written consent Company from granting equity-based incentive pursuant to an equity-based incentive plan or prohibit the Company from filing a registration statement on Form S-8 or from issuing securities in connection with an acquisition of the Representativeassets or a business and filing any registration statement in connection with such acquisition. (ii) The restrictions contained in Section 3(l)(i3(k)(i) hereof shall not apply to the offer and sale of the Shares hereunderhereunder or the sale by Reliance Lead Company Limited and Xxxxx Dragon Advisory LLC as described in the Registration Statement or pursuant to Rule 144. (iii) If the Representative, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statement, Final Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ax) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares Ordinary Shares or any securities convertible into or exercisable or exchangeable for sharesOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (By) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Ordinary Share or any such other securities, whether any such transaction described in clause (Ax) or (By) above is to be settled by delivery of shares Ordinary Share or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the RepresentativeRepresentatives. (ii) The restrictions contained in Section 3(l)(i3(k)(i) hereof shall not apply to: (A) the Shares, (B) any Ordinary Shares issued under any company stock plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the offer Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (E) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Firm Shares hereunderpursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the RepresentativeRepresentatives, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months 180 days after the Closing Date (eachunless the Put Agreement (as defined in Section 5(n)) has been entered into, a in which case, until the end of the exercise period under the Put Agreements (as defined below)) (the “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares, capital stock of the Company or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares capital stock of the Company, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares capital stock of the Company or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Investor, except for (i) Rights and New Common Stock issuable upon exercise of Rights, (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to shares of New Common Stock issued upon the offer and sale exercise of any stock options outstanding as of the Shares hereunder. Effective Date, (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions issuance of New Common Stock and other equity interests as set forth in any Lock-Up Agreement the Settlement Term Sheet and pursuant to the Amended Plan and (as defined belowiv) for an officer or director the issuance in the aggregate of up to 5% of the Company and provide outstanding New Common Stock as of the Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company with notice issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the impending Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver in the form of Exhibit B hereto at least three business days before the effective date occurrence of the release material news or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. (i) For a period of six (6) months 30 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Underwriter, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer Underwriter pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and sale the Prospectus; (C) pursuant to the stock-based compensation plans of the Shares hereunder. Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iiiD) If the Representativeestablishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in its sole discretion, agree the case of this clause (E) the transferee of such shares agrees to release or waive be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any Lockregistration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-Up Agreement (as defined below) for an officer or director based compensation plans of the Company and provide its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the Company with notice exchange of the impending release or waiver in the form exchangeable shares of Exhibit B hereto at least three business days before the effective date Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release registration statement on Form S-8 in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverconnection therewith.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statementinitial public offering of the Shares, the Company Selling Shareholder will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for shares, Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, shares of Stock or any securities security convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Stock without the prior written consent of the RepresentativeRepresentatives, in each case other than the Shares to be sold by the Selling Shareholder hereunder or which are transferred to direct or indirect subsidiaries or joint ventures of Biwater plc. ; provided, however, that it shall be a condition to any such transfer that (i) no filing by any party (transferor or transferee) with the Commission shall be required or shall be voluntarily made in connection with such transfer during the lock-up period, as such may be extended, and (ii) The restrictions contained the transferee agrees in Section 3(l)(i) hereof shall not apply writing to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive be bound by the restrictions set forth in this Section 6(a). Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Notwithstanding the foregoing, the restrictions described herein shall not apply to (A) any Lock-Up pledge of Shares in existence at the time of the execution and delivery of this Agreement for the purpose of securing credit facilities and that is referred to in footnote (5) to the table contained in “Principal and selling shareholders” in the Prospectus and the Time of Sale Information or (B) any pledge in respect of bona fide credit facilities incurred following the execution and delivery of this Agreement in any amount, the proceeds of which are to be used in connection with the business of Biwater (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form Prospectus); provided, however, that it shall be a condition to the continued exclusion of Exhibit B hereto at least three business days before any such pledge that no filing by any party (pledgor or pledgee) with the effective date Commission shall be required or shall be voluntarily made in connection with such pledge during the lock-up period, as such may be extended; and provided, further, that it shall be a condition to any pledge described in (B) in respect of such credit facilities that do not represent the release refinancing or waiverreplacement of credit facilities referred to in (A) up to the maximum amount of such credit facilities so refinanced or replaced, then that any pledgee who acquires such pledge agrees in writing to be bound by the Company agrees to announce the impending release or waiver by a press release restrictions set forth in the form clauses (i) through (iii) of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverthis Section 6(a).

Clear Market. (i) For a period of six (6) months 45 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, pledge, sale, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iia) The restrictions contained the Shares to be sold hereunder; (b) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any security disclosed as outstanding in Section 3(l)(ithe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) hereof the issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the Operating Partnership Agreement; (d) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (e) the entering by the Company into one or more equity distribution agreements with one or more banks and the filing of a prospectus supplement relating to at the market sales from time to time of shares of the Company’s common stock (provided that no sales of Stock or securities convertible into or exchangeable for shares of Stock shall not apply to be made and no contracts for the offer and sale of shares of Stock or securities convertible into or exchangeable for shares of Stock shall be entered into during the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverPeriod).

Clear Market. (i) For a period of six (6) months 60 days after the effective date of the Registration Statementinitial public offering of the Shares, the Company Selling Shareholder will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (Bcollectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Lock-up Securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Lock-up Securities, without both (x) the prior written consent of two of the Representative. four Representatives and (iiy) The restrictions contained in Section 3(l)(i) hereof shall not apply the prior written notice to the offer and sale of other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder. , (iiib) If the Representativetransfers to (1) any of its stockholders, in its sole discretionpartners, agree to release members or waive the restrictions set forth in any Lock-Up Agreement affiliates (as such term is defined belowin Rule 501(b) for under the Securities Act (each, an officer “Affiliate”)) or director any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Company Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and provide deliver to the Company with notice of the impending release or waiver Representatives a lock-up letter in the form of Exhibit B hereto at least three business days before this paragraph for the effective date balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or waiver, then material news or a material event relating to the Company agrees occurs; or (2) prior to announce the impending expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the Company must provide the Representatives and each person subject to the 60-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 60-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date occurrence of the release material news or waivermaterial event.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the Company’s 2006 Executive Incentive Plan and the Company’s 2011 Omnibus Incentive Plan), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. to be sold hereunder and (iiiB) If (1) the Representative, in its sole discretion, agree to release grant of equity-based awards or waive the restrictions set forth in (2) any Lock-Up Agreement (as defined below) for an officer or director shares of Stock of the Company issued upon the exercise of options granted, in each case, under the Company’s 2006 Executive Incentive Plan and provide the Company’s 2011 Omnibus Incentive Plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company with notice issues an earnings release or announces material news or a material event relating to the Company; or (2) prior to the expiration of the impending 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on (and including) the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver in the form of Exhibit B hereto at least three business days before the effective date announcement of the release material news or waivermaterial event, then the Company agrees to announce the impending release or waiver by a press release as applicable, unless each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC waive, in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverwriting, such extension.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company such Selling Stockholder will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for shares, Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, shares of Stock or any securities security convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Stock without the prior written consent of the Representative. Representatives, in each case other than (ii1) The restrictions contained in Section 3(l)(ithe Shares to be sold by such Selling Stockholder hereunder, (2) hereof shall not apply transfers of shares of Stock or any security convertible into Stock as a bona fide gift or gifts, including to the offer Chase Foundation, (3) transfers of shares of Stock or other securities to directors, officers or employees of Chase Oil Corporation or its subsidiaries or affiliates and sale (4) distributions of shares of Stock or any security convertible into Stock to members or stockholders of such Selling Stockholder; provided that in the Shares hereunder. case of any transfer or distribution pursuant to clauses (iii2), (3) If or (4) each donee, transferee or distributee shall execute and deliver to the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any LockRepresentatives a lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver up letter in the form of Exhibit B hereto at least three business this paragraph and provided, further, that in the case of any transfer or distribution pursuant to clauses (2) or (4) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5). Notwithstanding the foregoing, if (i) during the last 17 days before of the effective 90-day restricted 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 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that in no event shall such restrictions extend past 124 days from the date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverProspectus.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period each of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor Hxxxxxxx Xxxx will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or any membership interest in Hxxxxxxx Xxxx, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) the issuance of Stock by the Company and the transfer of units by Hxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (B) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (Cy) file or submit with the Commission any registration statement under the Securities Act relating to the offering an increase in shares of any shares, Stock or any securities convertible into or exercisable or exchangeable for sharesStock held by the undersigned, in each case, as required by applicable law, or (Dii) publicly disclose a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the intention to do any expiration of the foregoing without the prior written consent restricted period referred to above), (C) any shares of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director Stock of the Company and provide issued upon the exercise of options granted under Company with notice Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the impending release or waiver Representatives substantially in the form of Exhibit B hereto at least three business days before A hereto, such shares of Stock will be subject to the effective date terms of such lock-up, (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans or the Company’s Employee Share Purchase Plan, (E) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the release or waiver, then total number of shares of Common Stock issued and outstanding immediately following the Company agrees to announce completion of the impending release or waiver by a press release transactions contemplated in the form Agreement, provided, further, that the recipients of Exhibit C hereto through a major news service at least two business days before the effective date such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the release or waiversame duration and terms as provided in this section.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period each of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor Xxxxxxxx Xxxx will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) the issuance of Stock by the Company and the transfer of units by Xxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (B) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (Cy) file or submit with the Commission any registration statement under the Securities Act relating to the offering an increase in shares of any shares, Stock or any securities convertible into or exercisable or exchangeable for sharesStock held by the undersigned, in each case, as required by applicable law, or (Dii) publicly disclose a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the intention to do any expiration of the foregoing without the prior written consent restricted period referred to above), (C) any shares of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director Stock of the Company and provide issued upon the exercise of options granted under Company with notice Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the impending release or waiver Representatives substantially in the form of Exhibit B hereto at least three business days before A hereto, such shares of Stock will be subject to the effective date terms of such lock-up, (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans, (E) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the release or waiver, then total number of shares of Common Stock issued and outstanding immediately following the Company agrees to announce completion of the impending release or waiver by a press release transactions contemplated in the form Agreement, provided, further, that the recipients of Exhibit C hereto through a major news service at least two business days before the effective date such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the release or waiversame duration and terms as provided in this section.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of the RepresentativeRepresentatives, the Company will not, during the period ending 90 days after the date of the Prospectus, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or (Bii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise; provided that the foregoing shall not apply to (A) the sale of the Securities under this Agreement or the issuance of the Underlying Securities, (B) the grant by the Company of employee or director stock options in the ordinary course of business, the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (C) file or submit with the Commission filing of any registration statement under in respect of the Securities Act and the Underlying Securities. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, Company occurs; or (D2) publicly disclose prior to the intention to do any expiration of the foregoing without 90-day restricted period, the prior written consent Company announces that it will release earnings results during the 16-day period beginning on the last day of the Representative. (ii) The 90-day period, the restrictions contained in Section 3(l)(i) hereof imposed by this Agreement shall not continue to apply to until the offer and sale expiration of the Shares hereunder. (iii) If 18-day period beginning on the Representative, in its sole discretion, agree to issuance of the earnings release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director occurrence of the Company and provide the Company with notice of the impending release material news or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three six (36) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to (a) the offer and sale of the Shares hereunder, (b) ordinary shares issuable pursuant to the Representative’s Warrants, (c) any ordinary shares or options to purchase any ordinary shares or other any ordinary shares based award issued or granted pursuant to the Company’s equity incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, and (d) ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship entered into at arms-length (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity provided that any such transaction involves solely existing business segments or business scope that the company is already operating in as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For The Company will obtain the agreement of its officers, directors and holders of 5% or more of the outstanding Ordinary Shares prior to the offering that for a period of six (6) months 180 days after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three Statement (3) months after the Closing Date (eacheach such period, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ax) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (By) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares shares, whether any such transaction described in clause (Ax) or (By) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (Cc) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D4) publicly disclose the intention to do any of the foregoing without foregoing; provided, that nothing in this Section 3(k)(i) shall in any manner preclude the prior written consent Company from granting equity-based incentive pursuant to an equity-based incentive plan or prohibit the Company from filing a registration statement on Form S-8 or from issuing securities in connection with an acquisition of the Representativeassets or a business and filing any registration statement in connection with such acquisition. (ii) The restrictions contained in Section 3(l)(i3(k)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six one-hundred-eighty (6180) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months days after the Closing Date (each, a the “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendissue, or otherwise transfer or dispose of, directly or indirectly, any shares equity of the Company or any securities convertible into or exercisable or exchangeable for shares, ordinary shares of the Company; (B) file or caused to be filed any registration statement with the Commission relating to the offering of Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for ordinary shares of the Company; or (BC) enter into any swap agreement or other agreement that transfers, in whole or in part, announce the intention to effect any of the economic consequences actions described in subsections (A) or (C) hereof (all of ownership of such matters, the shares “Standstill”), whether any such transaction described in clause (A) or - (BC) above is to be settled by delivery of shares Ordinary Shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the RepresentativeUnderwriter. (ii) The So long as none of the related Ordinary Shares are not saleable in the public market until the expiration of the one hundred and eighty (180) day Standstill period, the restrictions contained in Section 3(l)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any warrants to be issued by the Company in connection with the offering or Ordinary Shares issued pursuant to the offer exercise of such warrants, in each case, as described in the Registration Statement, the Pricing Disclosure Package and sale the Final Prospectus, (C) any Ordinary Shares issued under Company Stock Plans or pursuant to the exercise or conversion of warrants or preferred shares issued by the Company outstanding as of the date hereof, (D) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or any subsequently adopted Company Stock Plan, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or any subsequently adopted Company Stock Plan, (F) Ordinary Shares hereunderor other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Period (as defined in the Lock-Up Agreement) shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the RepresentativeUnderwriter, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after starting on the effective date of the Registration StatementProspectus and continuing for 90 days thereafter, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC. The restrictions contained in Section 3(l)(i) hereof the foregoing sentence shall not apply to (A) the offer and sale of Shares to be sold hereunder, (B) the Shares hereunder. or any substantially similar securities to be issued pursuant to employee incentive plans existing as of the date of this Agreement (iiiincluding, for the avoidance of doubt, the La Quinta Holdings Inc. 2014 Omnibus Incentive Plan and any long-term incentive awards disclosed in the Pricing Disclosure Package), (C) If the Representativeissuance of up to 5% of the outstanding shares of Common Stock or any substantially similar securities in connection with the acquisition of, a joint venture with or a merger with, another company, and the filing of a registration statement with respect thereto; provided that, in its sole discretionthe case of (C), agree any recipient of such securities shall execute and deliver to release or waive X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC a lock-up letter substantially to the restrictions effect set forth in Exhibit A and (D) the filing of any Lock-Up Agreement registration statement on Form S-8, or any amendment thereto, to register shares issuable upon exercise of awards granted pursuant to the terms of any employee equity incentive plan; provided however, that if (as defined below1) for an officer or director during the last 17 days of the Company and provide lock-up period, the Company releases earnings results or announces materials news or a material event or (2) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 16-day period following the last day of the lock-up period, then in each case the lock-up period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC waive, in writing, such extension; in the event of any announcement that gives rise to an extension of the lock-up period, the Company will provide X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC and the Selling Stockholder with prior notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiversuch announcement.

Clear Market. (i) For a period of six one-hundred-eighty (6180) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months days after the Closing Date (each, a the “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Aa) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendissue, or otherwise transfer or dispose of, directly or indirectly, any shares equity of the Company or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers, in whole or in part, any equity of the economic consequences of ownership of the shares , whether any such transaction described in clause Company; (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (Cb) file or submit caused to be filed any registration statement with the Commission any registration statement under the Securities Act relating to the offering of any shares, equity of the Company or any securities convertible into or exercisable or exchangeable for shares, equity of the Company; or (Dc) publicly disclose enter into any agreement or announce the intention to do effect any of the foregoing actions described in subsections (a) or (b) hereof (all of such matters, the “Standstill”), without the prior written consent of the RepresentativeUnderwriter. (ii) The restrictions contained in Section 3(l)(i4(k)(i) hereof shall not apply to the offer and sale of Securities in this Offering and so long as none of the Ordinary Shares hereunderare saleable in the public market until the expiration of the one hundred and eighty (180) day Standstill period, shall also not apply to: (a) issuances of equity securities to directors, officers and consultants of the Company; (b) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; and (c) the issuance of equity securities in connection with an acquisition or a strategic relationship, which may include the sale of equity securities. (iii) If the RepresentativeUnderwriter, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company (i) will cause its officersenforce the terms of Article 11.8, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”Agreement, of the Company’s 2008 Stock Incentive Plan and Section 11(b), the Company and any successor will notMarket Stand-Off, without the prior written consent of the RepresentativeCompany’s 2004 Stock Plan: Stock Option Agreement, and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction that would constitute a breach of or default under such provisions, (Aii) will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing and (Biii) will not enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Aii) or (Biii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained in Section 3(l)(ithe Shares to be sold hereunder, (B) hereof shall not apply to the offer and sale any shares of Stock of the Shares hereunder. Company issued upon the exercise of options granted under Company Stock Plans or upon the exercise of any warrants outstanding as of the Closing Date and (iiiC) If the Representativegrant or issuance by the Company of employee, consultant or director stock options or restricted stock units in the ordinary course of business under stock plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, in its sole discretionthe case of clause (C), agree to release that either (x) the stock options or waive restricted stock units do not vest or otherwise become exercisable during the restrictions set forth in 180-day restricted period or any extension thereof or (y) each recipient of such stock options or restricted stock units shall execute a Lock-Up Agreement (as defined belowherein). Notwithstanding the foregoing, if (1) for an officer or director during the last 17 days of the Company and provide 180-day restricted period, the Company with notice issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the impending 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver in the form of Exhibit B hereto at least three business days before the effective date occurrence of the release material news or waiver, then material event. This clause (h) shall not prohibit the Company agrees to announce from issuing shares of Common Stock in connection with the impending release acquisition by the Company or waiver by a press release in the form one of Exhibit C hereto through a major news service at least two business days before the effective date its subsidiaries of the release assets or waivercapital stock of another person or entity consummated following the Closing Date, whether through merger, asset acquisition, stock purchase or otherwise or pursuant to any employee benefit plan assumed by the Company in connection with such acquisition; provided that (i) the shares of Common Stock issued do not represent more than 5% of the Company’s outstanding capital stock immediately prior to such acquisition and (ii) each recipient of such shares shall execute a Lock-Up Agreement (as defined herein).

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of the RepresentativeUnderwriter, Ventas will not, during the period ending 60 days after the date of the Prospectus, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of its Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or (Bii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise; provided that the foregoing shall not apply to (A) the sale of the Securities under this Agreement, (B) the grant by the Ventas Entities of employee or director stock options, shares of restricted stock or restricted stock units in the ordinary course of business or the issuance by the Ventas Entities of any shares of Common Stock upon the exercise of an option or warrant, the settlement of any stock unit account or the conversion of a security outstanding on the date hereof, (C) file the filing and effectiveness of any amendment to Ventas’s existing shelf registration statements (Registration No. 333-141605 and 333-158424, respectively) relating to the resale of shares of Common Stock issued upon conversion of the Issuer’s 3 7/8% Convertible Senior Notes due 2011 or submit the addition of any subsidiary guarantor registrants, as applicable, (D) the issuance and sale of shares of Common Stock pursuant to, or the filing of a new shelf registration statement relating to, the Ventas Employee and Director Stock Purchase Plan or the Ventas Distribution Reinvestment and Stock Purchase Plan, (E) the filing of a new universal shelf registration statement to replace the existing shelf registration statement, provided that the securities registered under such new universal shelf registration statement shall remain subject to the restrictions above, (F) the issuance of Class A Partnership Units of NHP/PMB L.P. or shares of Common Stock upon redemption of Class A Partnership Units of NHP/PMB L.P., and the filing with the Commission of any registration statement statements under the Securities Act relating thereto and (G) the issuance of shares to sellers in connection with acquisitions or business combinations, the offering execution of any sharesagreement to effect any such issuance and the filing with the Commission of any registration statements under the Securities Act relating thereto, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention provided such shares shall be subject to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) this section for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverremaining time period, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverif any.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , Stock or any such other securities (whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise), other than (i) shares to be sold pursuant to this Agreement and (ii) any shares of Common Stock issued or (C) file or submit with the Commission any registration statement under the Securities Act relating options to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention purchase Common Stock granted pursuant to do any existing employee benefit plans of the foregoing Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus without the prior written consent of the Representative. Representatives, other than the Shares to be sold hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans. Notwithstanding the foregoing, if (ii1) The restrictions contained in Section 3(l)(i) hereof shall not apply during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (2) prior to the expiration of the Shares hereunder. (iii) 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8 with respect to employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) relating to, any shares Common Shares or any securities convertible into or exercisable or exchangeable for sharesCommon Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Shares or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of [the Representative. (ii) The restrictions contained Representatives], other than the Shares to be sold hereunder, Share Awards granted in Section 3(l)(i) hereof the ordinary course pursuant to the Company Share Plans and any Common Shares issued upon the exercise of options granted under Company Share Plans or issued upon the vesting or settlement of Share Awards; provided, however, that this provision shall not apply to restrict any activities by the offer Company or the Selling Shareholder in furtherance of, or the consummation by the Company and sale the Selling Shareholder of, any of the Shares hereunder. (iii) transactions described under the heading “The Restructuring and Separation Transactions” in the Registration Statement. If [the RepresentativeRepresentatives], in its their sole discretion, agree to release or waive the restrictions set forth in any LockSection 6(a) or a lock-Up Agreement (up letter as defined belowdescribed in Section 8(n) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, pledge, sale, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iia) The restrictions contained the Shares to be sold hereunder; (b) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any security disclosed as outstanding in Section 3(l)(ithe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) hereof shall not apply the issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership; or (d) the filing by the Company of any registration statement on Form S-8 or a successor form thereto. Notwithstanding the foregoing, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (b) prior to the expiration of the Shares hereunder. Lock-Up Period, the Company announces that it will release earnings results during the sixteen (iii16) If day period beginning on the Representativelast day of the Lock-Up Period, in its sole discretion, agree to release or waive then the restrictions set forth in any imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this proviso will not apply if, as of the expiration of the 90-day restricted period, (i) the safe harbor provided by Rule 139 under the Securities Act is available in the manner contemplated by Rule 2711(f)(4) of the National Association of Securities Dealers, Inc and (ii) the Company’s shares of Stock are “actively traded securities”, as defined below) in Regulation M, 17 CFR 242.101(c)(1); provided, further, that in no event will the restricted period extend for an officer or director more than 30 days plus 3 business days after the end of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver90-day restricted period.

Clear Market. (i) For a period of six (6) months 75 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. X.X. Xxxxxx Securities LLC, other than (ii1) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares to be sold hereunder. , (iii2) If shares of Common Stock issued in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the RepresentativeCompany, in its sole discretion, agree to release or waive provided that the restrictions set forth in any Lockrecipient shall execute a “lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver up” agreement substantially in the form of Exhibit B A hereto at least three business days before agreeing not to dispose of such shares during the effective date Lock-Up Period and provided further, that the number of shares of Common Stock issued pursuant to this clause (2) shall not exceed 10% of the shares of Common Stock then outstanding, (3) any shares of Common Stock or restricted stock units of the Company issued upon the exercise of options or the vesting of restricted stock units of the Company under Company Stock Plans, or automatic sales of Common Stock pursuant to the terms of the Company Stock Plans to cover tax payments or any form of “cashless” exercise generally available under such Company Stock Plans, (4) any shares of Common Stock of the Company issued upon the conversion of a security outstanding on the date hereof or the filing and (5) effectiveness under the Securities Act of any registration statement (or any supplement or amendment to any previously-filed registration statement) that the Company may be required to file with the Securities and Exchange Commission pursuant to any rights of the holders of warrants outstanding as of the date hereof, and the filing and effectiveness under the Securities Act of any registration statement on Form S-8 relating to inducement grants made by the Company prior to the date hereof. Notwithstanding the foregoing, if (A) during the last 17 days of the 75-day restricted period, the Company issues an earnings release or waiver, then material news or a material event relating to the Company agrees occurs; or (B) prior to announce the impending expiration of the 75-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 75-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date occurrence of the release material news or waivermaterial event unless the Representative waived such extension in writing.

Clear Market. Prior to the earlier of (ix) For a period of six (6) months 60 days after the effective date of resale Registration Statement (as defined in the Registration StatementRights Agreement) is declared effective by the SEC and (y) the date on which the Company issues a press release regarding topline data from its Phase III clinical trial of mavorixafor for the treatment of WHIM syndrome, the Company will cause its officersnot, directors and 5% greater securityholders will not publicly disclose an intention to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into submit to, or exercisable or exchangeable for sharesfile with, the SEC a registration statement under the Securities Act, or (Bii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, other than (A) any shares of Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock incentive plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof, (B) any shares of Common Stock of the Company issued upon the exercise of convertible securities of the Company outstanding on the date hereof, including, for the avoidance of doubt, the pre-funded warrants and Class B Warrants of the Company outstanding on the date hereof, (C) file or submit with the Commission any filing of a registration statement under by the Securities Act relating Company, pursuant to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or Registration Rights Agreement; and (D) publicly disclose the intention to do any filing of a registration statement by the Company for the exercise of the foregoing without the prior written consent of the Representativeoutstanding Class A Warrants and Class B Warrants. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 60 days after the effective date of the Registration StatementProspectus (as may be extended as set forth below, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (Ciii) file any registration statement (other than a registration statement on Form S-8 or submit a registration statement filed in connection with a demand for registration pursuant to an existing agreement ) with the Commission any registration statement under the Securities Act relating to the offering by the Company of any shares, shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Common Stock without the prior written consent of the Representative. (ii) Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC. The restrictions contained in Section 3(l)(i) hereof the preceding paragraph shall not apply to (a) the offer and sale Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Shares hereunder. Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (iiid) If the Representativegrant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in its sole discretionwhole or in part, agree to release or waive during the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer Period or director of the Company and provide the Company with notice of the impending release or waiver underlying shares are subject to a “lock-up” agreement, substantially in the form of Exhibit B hereto at least three business days before Annex C hereto; and (e) the effective date issuance by the Company of shares of Common Stock representing up to 10% of the release Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or waiverloan agreements entered into during the Lock-Up Period, then the Company agrees provided that such shares of Common Stock are subject to announce the impending release or waiver by a press release “lock-up” agreement, substantially in the form of Exhibit Annex C hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class B common stock, par value $0.01 per share, of the Company (together with the Stock, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the Company Stock Plans), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, regardless of whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (i) the Shares to be sold hereunder (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale any shares of Common Stock of the Shares hereunder. Company issued upon the exercise of options granted under Company Stock Plans and (iii) pursuant to the SSE Holdings LLC Agreement. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any (x) shares of Stock or any securities convertible into or exercisable or exchangeable for shares, Stock or (By) depositary receipt evidencing shares of Stock or securities convertible into or exercisable or exchangeable for Stock (or the right to receive such shares or securities) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. , other than (i) the ADSs to be sold hereunder (and the Shares in respect thereof) and (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale any shares of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director Stock of the Company and provide issued upon the exercise of options granted under existing employee stock option plans or sale of securities to members of the Company’s employee stock ownership association or on issuance of such securities to the Company’s officers, directors or employees; provided, however, that notwithstanding any provision herein to the contrary, in the event that the Company with notice intends to publish or make a public announcement of its earnings (i) within 15 days prior to the expiration of the impending release Lock-up Period, the Lock-up Period shall be automatically extended to expire on the 17th day after such publication or waiver in public announcement of earnings; or (ii) within 15 days after the form expiration of Exhibit B hereto at least three business the Lock-up Period, the Company shall notify the Representative no later than 17 days before the effective scheduled date of the release earnings publication or waiver, then public announcement and the Company agrees Lock-up Period shall be automatically reduced to announce expire on the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days 16th day before the effective date of the release proposed publication or waiverpublic announcement date.

Clear Market. (i) For a period of six (6) months 60 days after the effective date of the Registration StatementProspectus (as may be extended as set forth below, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (Ciii) file any registration statement (other than a registration statement on Form S-8 or submit a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission any registration statement under the Securities Act relating to the offering by the Company of any shares, shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Common Stock without the prior written consent of X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC. Notwithstanding the Representative. foregoing, if (ii1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions contained in Section 3(l)(i) hereof the preceding paragraph shall not apply to (a) the offer and sale Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Shares hereunder. Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (iiid) If the Representativegrant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in its sole discretionwhole or in part, agree to release or waive during the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer Period or director of the Company and provide the Company with notice of the impending release or waiver underlying shares are subject to a “lock-up” agreement, substantially in the form of Exhibit B hereto at least three business days before Annex C hereto; and (e) the effective date issuance by the Company of shares of Common Stock representing up to 10% of the release Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or waiverloan agreements entered into during the Lock-Up Period, then the Company agrees provided that such shares of Common Stock are subject to announce the impending release or waiver by a press release “lock-up” agreement, substantially in the form of Exhibit Annex C hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Underwriter, other than the Shares to be sold hereunder and any shares of Stock issued upon the exercise of options to purchase shares of Stock pursuant to Company Stock Plans, which options are outstanding on the date hereof; provided, that “cashless” exercises of options shall not be permitted. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension, except that such extension will not apply if, (i) at the expiration of the 90-day restricted period the Stock is an “actively traded security” (as defined in Regulation M of the Commission) and (ii) The restrictions contained (A) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in Section 3(l)(ithe manner contemplated by NASD Rule 2711(f)(4) hereof shall not apply to the offer and sale of the Shares hereunder. FINRA Manual, and (iiiB) If the Representative, in its sole discretion, agree Underwriter is are able to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director avail itself of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver safe harbors contemplated by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiversuch Rule 139.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor StepStone Parties will not, without and will not publicly disclose the prior written consent of the Representative, intention to (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, to undertake any of the foregoing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or any partnership interest in StepStone, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, other than (A) the Representative. Shares to be sold hereunder, (iiB) The restrictions contained the issuance of Stock by the Company and the transfer of partnership interests by StepStone pursuant to the Reorganization or the Exchange Agreement, provided that the recipients of such Stock or partnership interests pursuant to this clause (B) agree to be bound in Section 3(l)(iwriting by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) hereof under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the recipient of any such shares of Stock shall deliver a “lock-up” agreement to the Representatives substantially in the form of Exhibit D hereto with respect to such shares of Stock (or, if the recipient shall have previously delivered such a “lock-up” agreement, such shares of Stock will be made subject to the terms of such lock-up), (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not apply exceed 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the same duration and terms as provided in this section, (G) the issuance of equity interests of StepStone pursuant to the offer Equity Contribution and sale Exchange Agreement, provided that the recipient of any such equity interests of StepStone shall deliver a “lock-up” agreement to the Representatives substantially in the form of Exhibit D hereto with respect to such equity interests of StepStone (or, if the recipient shall have previously delivered such a “lock-up” agreement, such equity interests of StepStone will be made subject to the terms of such lock-up); or (H) the issuance by the Company of shares of Class B common stock and the issuance of partnership interests by StepStone to the extent required pursuant to the anti-dilution provisions of the Shares hereunder. (iii) StepStone Limited Partnership Agreement. If the RepresentativeX.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup agreement described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the The Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus Supplement, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained to the Underwriters pursuant to this Agreement, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof (including, without limitation, the automatic conversion of all outstanding shares of the Company’s preferred stock upon closing of the Offering) as referred to in Section 3(l)(ithe Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) hereof pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, (E) shares of Stock or other securities issued in connection with a transaction with a third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not apply exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and (y) each recipient of shares of Common Stock or securities convertible into or exercisable for Stock shall execute a lock-up agreement substantially in the form of Exhibit C hereto, and (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the offer and sale shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Shares hereunder. Company and its subsidiaries referred to in clause (iii) C). If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B A hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company such Selling Stockholder will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for shares, Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, shares of Stock or any securities security convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Stock without the prior written consent of the Representative. Representatives, in each case other than (ii1) The restrictions contained in Section 3(l)(ithe Shares to be sold by such Selling Stockholder hereunder, (2) hereof shall not apply transfers of shares of Stock or any security convertible into Stock as a bona fide gift or gifts, including to the offer Chase Foundation, (3) transfers of shares of Stock or other securities to directors, officers or employees of Chase Oil Corporation or its subsidiaries or affiliates and sale (4) distributions of shares of Stock or any security convertible into Stock to members or stockholders of such Selling Stockholder; provided that in the Shares hereunder. case of any transfer or distribution pursuant to clauses (iii2), (3) If or (4) each donee, transferee or distributee shall execute and deliver to the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any LockRepresentatives a lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver up letter in the form of Exhibit B hereto at least three business this paragraph and provided, further, that in the case of any transfer or distribution pursuant to clauses (2) or (4) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). Notwithstanding the foregoing, if (i) during the last 17 days before of the effective 180-day restricted 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 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that in no event shall such restrictions extend past 214 days from the date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverProspectus.

Clear Market. (i) For a period of six (6) months 45 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, pledge, sale, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iia) The restrictions contained the Shares to be sold hereunder; (b) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any security disclosed as outstanding in Section 3(l)(ithe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) hereof shall not apply to the offer issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and sale the Prospectus in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Shares hereunder. Operating Partnership; or (iiid) If the Representative, in filing by the Company of any registration statement on Form S-8 or a successor form thereto. The Company further agrees that it will not waive any agreement by Cerberus or its sole discretion, agree affiliates pursuant to release or waive the restrictions set forth in any Lock-Up Agreement (as defined belowSection 7.2(a) for an officer or director of the Company Stock Purchase Agreement between Cerberus Series Four Holdings, LLC and provide the Company with notice Company, dated as of September 26, 2016, without the prior written consent of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverRepresentatives.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. LLC on behalf of the RepresentativeUnderwriters, for a period of 180 days after the date of the Prospectus, the Company will not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, in each case that is inconsistent with CBS’s or the Company’s prior public disclosure with regards thereto, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of . The restrictions in the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof sentence shall not apply to (A) the offer and sale Shares to be sold hereunder, (B) any shares of Stock of the Shares hereunder. Company issued upon the exercise or settlement of options granted under Company Stock Plans, (iiiC) If sales of shares pursuant to the RepresentativeCompany’s employee stock purchase plan and grants of equity awards granted under Company Stock Plans, in its each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of up to 5% of the outstanding shares of Stock in connection with (1) the acquisition of, a joint venture with or a merger with another company, (2) the filing of a registration statement with respect to such acquisition, joint venture or merger, or (3) the issuance of shares of Stock pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger; provided that, in the case of (1), (2) and (3) , any recipient of such Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A, or (F) issuances or sales of any shares of Stock of the Company pursuant to the Master Separation Agreement between CBS and the Company. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 60 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period each of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor Xxxxxxxx Xxxx will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than (A) the Shares to be sold hereunder, (B) the issuance of Stock by the Company and the transfer of units by Xxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (B) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (Cy) file or submit with the Commission any registration statement under the Securities Act relating to the offering an increase in shares of any shares, Stock or any securities convertible into or exercisable or exchangeable for sharesStock held by the undersigned, in each case, as required by applicable law, or (Dii) publicly disclose a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the intention to do any expiration of the foregoing without the prior written consent restricted period referred to above), (C) any shares of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director Stock of the Company and provide issued upon the exercise of options granted under Company with notice Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the impending release or waiver Underwriter substantially in the form of Exhibit B hereto at least three business days before A hereto, such shares of Stock will be subject to the effective date terms of such lock-up, (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans or the Company’s Employee Share Purchase Plan, (E) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the release or waiver, then total number of shares of Common Stock issued and outstanding immediately following the Company agrees to announce completion of the impending release or waiver by a press release transactions contemplated in the form Agreement, provided, further, that the recipients of Exhibit C hereto through a major news service at least two business days before the effective date such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the release or waiversame duration and terms as provided in this section.

Clear Market. (i) For a period of six (6) months 30 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, pledge, sale, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iia) The restrictions contained the Shares to be sold hereunder; (b) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any security disclosed as outstanding in Section 3(l)(ithe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) hereof shall not apply the issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership; or (d) the filing by the Company of any registration statement on Form S-8 or a successor form thereto. Notwithstanding the foregoing, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (b) prior to the expiration of the Shares hereunder. Lock-Up Period, the Company announces that it will release earnings results during the sixteen (iii16) If day period beginning on the Representativelast day of the Lock-Up Period, in its sole discretion, agree to release or waive then the restrictions set forth in any imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this proviso will not apply if, as of the expiration of the 30-day restricted period, the Representatives determine that (i) the safe harbor provided by Rule 139 under the Securities Act is available for all of the Underwriters in the manner contemplated by Rule 2711(f)(4) of the National Association of Securities Dealers, Inc., as administered by the Financial Industry Regulatory Authority, Inc. (“FINRA”), and (ii) the Company’s shares of Stock are “actively traded securities,” as defined belowin Regulation M, 17 CFR 242.101(c)(1); provided, further, that in no event will the restricted period extend for more than thirty (30) for an officer or director days plus three (3) business days after the end of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver30-day restricted period.

Clear Market. (i) For a period of six (6) months 60 days after the effective date of the Registration StatementProspectus (as may be extended as set forth below, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (Ciii) file any registration statement (other than a registration statement on Form S-8 or submit a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission any registration statement under the Securities Act relating to the offering by the Company of any shares, shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Common Stock without the prior written consent of X.X. Xxxxxx Securities LLC. Notwithstanding the Representative. foregoing, if (ii1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions contained in Section 3(l)(i) hereof the preceding paragraph shall not apply to (a) the offer and sale Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Shares hereunder. Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (iiid) If the Representativegrant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in its sole discretionwhole or in part, agree to release or waive during the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer Period or director of the Company and provide the Company with notice of the impending release or waiver underlying shares are subject to a “lock-up” agreement, substantially in the form of Exhibit B hereto at least three business days before Annex C hereto; (e) the effective date issuance by the Company of shares of Common Stock representing up to 10% of the release Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or waiverloan agreements entered into during the Lock-Up Period, then the Company agrees provided that such shares of Common Stock are subject to announce the impending release or waiver by a press release “lock-up” agreement, substantially in the form of Exhibit Annex C hereto through hereto; (f) the issuance and sale by the Company of 196,251 shares of Common Stock to Genzyme on January 22, 2015 pursuant to the Investor Agreement, and (g) the issuance and sale by the Company, in a major news service at least two business days before private placement to occur concurrently with the effective date offering of the release or waiverShares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f) and (g), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. (i) For a period of six (6) months 30 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, lend, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to undertake any of the foregoing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to undertake any of the foregoing, without the prior written consent of the Underwriter, other than: (A) the Shares to be sold hereunder, (B) the grant of options, awards of restricted stock and restricted stock units or the issuance of shares of Common Stock to employees or directors by the Company in the ordinary course of business or pursuant to any of the Company’s employee plans existing on the date of this Agreement, including, but not limited to, the Company’s employee equity incentive plan, the Company’s dividend reinvestment and stock purchase plan and the Company’s 401(k) plans, (C) file the issuance by the Company of shares of Common stock upon the exercise of options or submit with the Commission any registration statement vesting of restricted stock units granted under the Securities Company’s employee plans, (D) issuance of shares of Common Stock upon conversion of the Company’s 5.000% Senior Convertible Notes due 2026 and (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act relating to for the offering transfer of any shares, shares of Common Stock or any securities security convertible into or exercisable or exchangeable for shares, Common Stock (provided that such plan does not provide for the transfer of Common Stock or (D) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock during the intention to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply Restricted Period and to the offer and sale extent a public announcement or filing under the Exchange Act, if any, is required of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer voluntarily made by or director on behalf of the Company and provide regarding the Company with notice establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver in effect that no transfer of Common Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverRestricted Period).

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent initial public offering of the RepresentativeADSs, such Selling Shareholder will not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares Shares, or any securities convertible into or exercisable or exchangeable for sharesShares (including without limitation, Shares in the form of American Depositary Shares, or such other securities which may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Shares, including any Shares in the form of American Depositary Shares, or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares the Shares, including any Shares in the form of American Depositary Shares, or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any sharesShares, or any securities security convertible into or exercisable or exchangeable for sharesShares, or (D) publicly disclose including any Shares in the intention to do any form of the foregoing American Depositary Shares, without the prior written consent of the Representative. Representatives, in each case other than the (iiA) The restrictions contained the ADSs to be sold by such Selling Shareholder hereunder, (B) transfers of Shares (including without limitation, Shares in Section 3(l)(ithe form of ADSs) hereof or other share capital of the Company as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession; and (C) to (1) a member of the immediate family of such Selling Shareholder (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage, or adoption, not apply more remote than first cousin), (2) any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder, and/or charitable organizations or (3) a corporation, partnership, limited liability company or other entity of which such Selling Shareholder and the immediate family of such Selling Shareholder are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity; provided that, in the case of any transfer or distribution pursuant to clause (B) and (C), each donee or distributee shall execute and deliver to the offer Representatives a lock-up letter in the form of Exhibit C hereto; and sale provided further, that in the case of any transfer or distribution pursuant to clause (B) and (C), no filing by any party (donor, donee, transferor or transferee) under the Shares hereunder. (iii) Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution. If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for such Selling Shareholder is an officer or director of the Company and provide Company, such Selling Shareholder further agrees that the Company with notice foregoing provisions shall be equally applicable to any Shares such Selling Shareholder may purchase in the offering of the impending release or waiver in Shares. The provisions of this covenant shall be further subject to the form of Exhibit B hereto at least three business days before the effective date terms of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release lock-up agreement in substantially the form of Exhibit C hereto through a major news service at least two business days before executed and delivered by such Selling Shareholder prior to the effective date of the release or waiverhereof.

Clear Market. (i) For a period of six (6) months 45 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer Underwriters pursuant to this Agreement, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and sale the Prospectus, (C) pursuant to the stock-based compensation plans of the Shares hereunder. Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iiiD) If the Representativeestablishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 45-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer, (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its sole discretion, agree subsidiaries of such entity; provided in the case of this clause (F) the transferee of such shares agrees to release or waive be bound in writing to the restrictions set forth in this clause, (G) the filing of any Lockregistration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-Up Agreement (as defined below) for an officer or director based compensation plans of the Company and provide its subsidiaries referred to in clause (C), (H) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization, (I) pursuant to the Company with notice exchange of the impending release or waiver in the form exchangeable shares of Exhibit B hereto at least three business days before the effective date Ceridian AcquisitionCo ULC and (J) pursuant to a Global Employee Stock Purchase Plan and filing of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release registration statement on Form S-8 in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverconnection therewith.

Clear Market. (i) For a During the period of six (6) months from the date hereof through and including the date that is 60 days after the effective date of hereof (the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the RepresentativeCitigroup Global Markets Inc., (A1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for sharesCommon Stock, or (B2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the shares Common Stock, whether any such transaction described in clause (Ai)(1) or (B2) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C3) file or submit any registration statement with the Commission any registration statement under the Securities Act relating to the offering of any shares, shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, Common Stock or (D4) publicly disclose announce the intention to do effect any of the foregoing without the prior written consent of the Representative. such transaction described in clause (iii)(1), (2) or (3) above. The restrictions contained in Section 3(l)(i) hereof the preceding paragraph shall not apply to the offer and sale of (a) the Shares hereunder. to be sold under this Agreement, (iiib) If the Representativeissuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Time of Sale Information and the Prospectus, (c) the issuance by the Company of restricted shares of Common Stock or other equity awards, in its sole discretioneach case, agree not exercisable or transferrable during the Restricted Period, pursuant to release the Company’s Amended and Restated 2010 Annual Incentive Compensation Plan described in the Time of Sale Information and the Prospectus, or waive (d) the restrictions set forth in any Lockestablishment of a trading plan pursuant to Rule 10b5-Up Agreement 1 under the Exchange Act for the transfer of shares of Common Stock, provided that (as defined belowi) such plan does not provide for an officer the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or director filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company and provide regarding the Company with notice establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver in effect that no transfer of Common Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverRestricted Period.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will notStatutory Prospectus, without the prior written consent of the Representative, the Company will not (A1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares Ordinary Shares or ADSs or any securities convertible into or into, exercisable or exchangeable for sharesor that represent the right to receive Ordinary Shares or ADSs (the “Lock-Up Securities”); (2) to the extent legally admissible, resolve on a capital increase from the Company’s authorized capital or announce such capital increase (other than any capital increase required for the issuance of any warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest of the Company existing on the date of this Agreement or otherwise contemplated by the Company and disclosed in the Prospectus) or propose a resolution for a capital increase to the Company’s shareholders meetings, (3) file, or announce the intention to file, any registration statement with respect to any Lock-Up Securities other than as described in the Statutory Prospectus under the caption “Shares Eligible for Future Sales—Equity Plans”, or (B4) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Lock-Up Securities, whether any such transaction described in clause (A1), (2), (3) or (B4) above is to be settled by delivery of shares Ordinary Shares or ADSs or such other securities, in cash or otherwise. Notwithstanding the foregoing, the Company may (i) transfer the Lock-Up Securities pursuant to this Agreement, (ii) repurchase Lock-Up Securities upon the occurrence of a Termination Event, (iii) issue and sell Lock-Up Securities pursuant to any employee stock option plan, incentive plan, stock ownership plan or (C) dividend reinvestment plan of the Company existing on the date of this Agreement or otherwise contemplated by the Company on the date of this Agreement and described in the Registration Statement, the Preliminary Prospectus and the Prospectus and file or submit with the Commission any registration statement under related thereto with the Securities Act relating to Commission, including but not limited to, a Registration Statement on Form S-8, and (iv) after 90 days from the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any date of the foregoing without Statutory Prospectus, offer, issue and sell Lock-Up Securities in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the prior written consent aggregate number of Lock-Up Securities issued or issuable does not exceed 5% of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to number of Ordinary Shares outstanding immediately after the offer issuance and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement Securities, and (as defined belowy) each recipient of any such shares or other securities agrees to restrictions on the resale of such securities that are consistent with the lock-up agreements described in Section 3(ccc) hereof for an officer or director the remainder of the Company 90-day restricted period and provide (v) enter into a registration rights agreement with the Company with notice shareholders of the impending release or waiver Company, as described in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverStatutory Prospectus.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of the RepresentativeRepresentatives, the Company will not, during the period ending 60 days after the date of the Offering Memorandum, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or (Bii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii), or (iii), whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise; provided that the foregoing shall not apply to (A) the sale of the Securities under this Agreement or the issuance of the Underlying Securities, or (B) the issuance of any shares of Common Stock issuable upon conversion of the Company’s 2.625% Convertible Senior Notes due 2040, (C) file the entry into the Call Spread Confirmations and the Company’s performance thereunder, including the issuance of any Warrant Shares upon exercise and settlement or submit termination of the Warrant Confirmations, (D) the issuance of up to $125,000,000 aggregate principal amount of convertible notes to a commercial customer of the Company or any of its subsidiaries, provided that such convertible notes have substantially the same terms as the Securities; provided further that the Company shall use the proceeds from such issuance (net of fees and expenses) to reduce outstanding indebtedness and to pay the cost of any related bond hedge confirmations that it may enter into in connection with such issuance (after such cost is partially offset by any proceeds to the Company from any warrant transactions described in clause (E) below), (E) the entry by the Company into warrant confirmations in connection with any issuance of convertible notes pursuant to clause (D) above and the Company’s performance thereunder, including the issuance of Common Stock upon exercise and settlement or termination of such warrant confirmations, provided that the aggregate number of shares of Common Stock initially underlying such warrant confirmations shall not exceed the aggregate number of shares of Common Stock initially issuable upon conversion of any convertible notes issued pursuant to clause (D) above, (F) the grant by the Company of employee or director stock options, restricted stock or awards in the ordinary course of business, the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof under any employee benefit plans existing on the date hereof, (G) any vesting of or removal or lapse of restrictions on restricted stock or other awards under existing employee benefits plans or agreements, in each case in accordance with the terms of such plans or agreements, (H) any transfer of shares of Common Stock pursuant to the Company’s 401(k) plan, (I) the filing by the Company of any registration statement with the Commission any registration statement under the Securities Act on Form S-8 relating to the offering of any shares, securities pursuant to the terms of the existing employee benefit plans or any securities convertible into or exercisable or exchangeable for sharesagreements, or (DJ) publicly disclose the intention issuance by the Company of Common Stock (or options, warrants or convertible securities in respect thereof) representing up to do any 5% of the foregoing without the prior written consent Company’s outstanding shares of Common Stock as of the Representative. date hereof in connection with a bona fide merger or acquisition transaction, provided that the Common Stock (iior options, warrants or convertible securities in respect thereof) The restrictions contained in Section 3(l)(i) hereof shall not apply so issued is subject to an agreement which contains market standoff provisions substantially similar to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions “lock-up” agreement set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA attached hereto.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for sharesOrdinary Shares or ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing (other than filings on Form S-8 relating to the Company Stock Plans that are disclosed in the Pricing Disclosure Package), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Ordinary Shares or ADSs or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained in Section 3(l)(ithe ADSs to be sold hereunder, (B) hereof shall not apply to any Ordinary Shares issued upon the offer and sale conversion of the Company’s preferred shares outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any Ordinary Shares hereunder. or ADSs of the Company issued upon the exercise of options granted under Company Stock Plans, (iiiD) any options and other awards granted under a Company Stock Plan, or (E) up to 5% of the Company’s outstanding securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions; provided that in the case of clauses (C), (D) and (E), the recipient of such securities shall execute and deliver (if a lock-up agreement has not previously been delivered by such recipient) a lock-up agreement for the remainder of the Restricted Period in substantially the form attached as Exhibit D hereto. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , Stock or any such other securities (whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise), other than (i) shares to be sold pursuant to this Agreement and (ii) any shares of Common Stock issued or (C) file or submit with the Commission any registration statement under the Securities Act relating options to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention purchase Common Stock granted pursuant to do any existing employment benefit plans of the foregoing Company referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of , other than the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in be sold hereunder and any Lock-Up Agreement (as defined below) for an officer or director shares of Stock of the Company and provide issued upon the exercise of options granted under Company Stock Plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company with notice issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the impending 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver in the form of Exhibit B hereto at least three business days before the effective date occurrence of the release material news or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. For the period specified below (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent directly or indirectly, take any of the Representative, following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its shares of Common Stock (A“Lock-Up Securities”): (i) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchasepurchase Lock-Up Securities, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (Biii) enter into any swap swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the shares , whether any such transaction described in clause (A) meaning of Section 16 of the Exchange Act or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (Cv) file or submit with the Commission any a registration statement under the Securities Act relating to the offering of any sharesLock-Up Securities, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do take any of the foregoing such action, without the prior written consent of the Representative. Representatives, except that (ii1) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer Company may issue and sale sell shares of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement Securities upon the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof, (as defined below2) for an officer or director of the Company may issue and provide sell shares of Lock-Up Securities upon the exercise of options or warrants outstanding on the date of this prospectus supplement or as a result of permitted grants or issuances as described in the following clause (3), (3) the Company with notice may grant or issue stock options and warrants, restricted stock, phantom stock and other securities to our employees, officers and directors pursuant to the terms of a plan in effect on the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverhereof, then and (4) the Company agrees make such filings with the Commission in connection with any such grants or issuances. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Representatives consents to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverwriting.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares Offered Securities or any securities convertible into or exercisable or exchangeable for sharesOffered Securities, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Offered Securities or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Offered Securities or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained the Offered Securities to be sold hereunder and (B) ADSs or Ordinary Shares, or options or warrants (including free shares, founder’s share warrants (BSPCE) and share warrants (BSA)) to purchase ADSs or Ordinary Shares, issued pursuant to any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in Section 3(l)(ithe Registration Statement, the Pricing Disclosure Package, the Prospectus and the French Listing Prospectus and in effect as of the date hereof, provided that, the recipients thereof provide to the Representatives, on behalf of the Underwriters, a signed agreement substantially in the form of Exhibit B; (C) hereof filing of a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of any management benefit, stock option, warrant plan, stock bonus or other stock plan described in the Registration Statement, Pricing Disclosure Package, the Prospectus and the French Listing Prospectus; and (D) ADSs or Ordinary Shares issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (D), (x) such ADSs or Ordinary Shares shall not apply in the aggregate exceed 5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the offer and sale Representatives, on behalf of the Shares hereunder. Underwriters, a signed agreement substantially in the form of Exhibit B; and (iiiE) sales under the Liquidity Agreement between Xxxxxx Cheuvreux and the Company, provided that no such sales will occur prior to the 31st day following the date hereof. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(m) hereof for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B C hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C D hereto through through, in France, its diffuseur professionnel in accordance with article 221-4 of the AMF General Regulation and, outside of France, a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 45 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, pledge, sale, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iia) The restrictions contained the Shares to be sold hereunder; (b) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any security disclosed as outstanding in Section 3(l)(ithe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) hereof shall not apply the issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership; or (d) the filing by the Company of any registration statement on Form S-8 or a successor form thereto. Notwithstanding the foregoing, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (b) prior to the expiration of the Shares hereunder. Lock-Up Period, the Company announces that it will release earnings results during the sixteen (iii16) If day period beginning on the Representativelast day of the Lock-Up Period, in its sole discretion, agree to release or waive then the restrictions set forth in any imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this proviso will not apply if, as of the expiration of the 45-day restricted period, the Representatives determine that (i) the safe harbor provided by Rule 139 under the Securities Act is available for all of the Underwriters in the manner contemplated by Rule 2711(f)(4) of the National Association of Securities Dealers, Inc., as administered by the Financial Industry Regulatory Authority, Inc. (“FINRA”), and (ii) the Company’s shares of Stock are “actively traded securities,” as defined belowin Regulation M, 17 CFR 242.101(c)(1); provided, further, that in no event will the restricted period extend for more than thirty (30 ) for an officer or director days plus three (3) business days after the end of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver45-day restricted period.

Clear Market. (i) For a period of six (6) months 30 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or publicly disclose the intention to do any of the foregoing, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Underwriters, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares to be sold hereunder. , (iiiB) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (C) any new compensatory grants made under Company Stock Plans and provide (D) offer, sale and issuance of securities in connection with the acquisition by the Company with notice or any of its subsidiaries of the impending release securities, businesses, properties or waiver other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition), provided that the aggregate number of shares of Stock issued in all such acquisitions during such 30-day restricted period does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any such issuance, the Company shall cause each recipient of such securities to execute and deliver to the Underwriters a “lock-up” agreement substantially in the form of Exhibit B hereto at least three business days before A hereto. Notwithstanding the effective date foregoing, the Company may contract to sell and disclose the intention to issue shares of Stock in connection with any acquisition by the Company or any of its subsidiaries of the release securities, businesses, properties or waiver, then other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company agrees to announce the impending release or waiver by a press release in the form connection with any such acquisition); provided that no shares of Exhibit C hereto through a major news service at least two business days before the effective date Stock in excess of the release or waiver10% limitation specified in clause (D) above are issued prior to the expiration of the 30-day restricted period.

Clear Market. (i) For a period of six (6) months after From the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, this Agreement and for a period of three ninety (390) months days after the Closing Date (each, a “Lock-Up Period”)Date, the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to undertake any of the foregoing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Underwriter; provided that, notwithstanding the foregoing, the Company may (i) issue Stock or securities convertible into or exchangeable for Stock or rights involving any of the economic consequences of ownership of Stock pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof; (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to issue Stock issuable upon the offer and sale conversion, exchange or exercise of convertible or exchangeable securities or the Shares hereunder. exercise of warrants or options outstanding on the date hereof; (iii) If issue Stock or securities convertible into or exchangeable for Stock or rights involving any of the Representativeeconomic consequences of ownership of Stock pursuant to the Concurrent Transactions; and (iv) issue Stock issuable pursuant to the participation right granted by the Company to Xxxxxx Consolidated Investments Limited (“HCI”) under the amended and restated subscription agreement dated May 10, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of 2018 between the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverHCI.

Clear Market. (i) For a period of six (6) months commencing on the date hereof and ending 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for sharesOrdinary Shares or ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing (other than filings on Form S-8 relating to the Company Stock Plans that are disclosed in the Pricing Disclosure Package), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Ordinary Shares or ADSs or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained in Section 3(l)(ithe ADSs to be sold hereunder, (B) hereof shall not apply to the offer and sale of the any Ordinary Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director ADSs of the Company issued upon the exercise of options granted under Company Stock Plans, (C) any options and provide other awards granted under a Company Stock Plan, or (D) up to 5% of the Company’s outstanding securities issued by the Company in connection with notice mergers, acquisitions or commercial or strategic transactions; provided that in the case of clauses (B), (C) and (D), the recipient of such securities shall execute and deliver (if a lock-up agreement has not previously been delivered by such recipient) a lock-up agreement for the remainder of the impending release or waiver Restricted Period in substantially the form of attached as Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class B common stock, par value $0.001 per share of the Company (together with the Stock, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, including limited liability company interests in Holdings convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the Company Stock Plans), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, regardless of whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. , other than (ii1) The restrictions contained in Section 3(l)(ithe Shares to be sold hereunder, (2) hereof shall not apply pursuant to the offer and sale equity incentive plans of the Shares hereunder. Bioventus Parties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iii3) pursuant to the Amended and Restated Limited Liability Company Agreement of Holdings and (4) otherwise in connection with the Transactions. If the Representative, Representative in its sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of the Representative, the Company will not, during the period ending 90 days after the date of the Prospectus, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or (Bii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act (other than a registration statement on Form S-8) relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii) above whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of ; provided that the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to (A) the offer and sale of the Shares hereunder. Securities under this Agreement or the issuance of the Underlying Securities or (iiiB) If the Representativegrant or issuance by the Company of any Stock Options, in its sole discretionstock appreciation rights, agree to restricted shares, performance shares or any and all other awards that are authorized under the Company’s employee or director stock bonus or compensation plans existing on the date hereof, including, without limitation, the Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors and the Trex Company, Inc. 2005 Stock Incentive Plan, or the issuance by the Company of any shares of Common Stock upon the exercise, conversion, vesting or settlement of any such security outstanding on the date hereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or waive material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director described above shall continue to apply until the expiration of the Company and provide 18-day period beginning on the Company with notice issuance of the impending earnings release or waiver in the form of Exhibit B hereto at least three business days before the effective date occurrence of the release material news or waiver, then material event unless the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverRepresentative waives such extension.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of each of the Representative. Representatives, other than the Shares to be sold hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans. Notwithstanding the foregoing, if (ii1) The restrictions contained in Section 3(l)(i) hereof shall not apply during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (2) prior to the expiration of the Shares hereunder. (iii) 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any LockSection 6(a) or a lock-Up Agreement (as defined belowup letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares Ordinary Shares or any securities convertible into or exercisable or exchangeable for sharesOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Ordinary Shares or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Ordinary Shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. , other than the Units to be sold hereunder and any Ordinary Shares of the Company issued upon the exercise of options granted under Company Stock Plans; provided, however, that the Company may (ii1) The restrictions contained issue and sell the Option Units on exercise of the option provided for in Section 3(l)(i2 hereof, (2) hereof shall not apply register with the Commission pursuant to the offer and sale Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares hereunder. issuable upon exercise thereof, and (3) issue securities in connection with a Business Combination, or (iii) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If the Representative, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined below) up contained in the Insider Letter for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C Annex II hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC, other than (A) the Representative. Shares to be sold hereunder, (iiB) The restrictions contained any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in Section 3(l)(ithe Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, that the Company shall cause each recipient of such issuance to execute and deliver to X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) hereof LLC an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (C) any options and other awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, that the Company shall cause each recipient of such grant to execute and deliver to X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC an agreement substantially in the form of Exhibit A hereto if such recipient has not apply already delivered one, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the offer shares of Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of shares of Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company or any of its subsidiaries in connection with any such acquisition, and (F) the issuance of shares of Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (E) and (F), (i) the aggregate number of shares of Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) issued in all such acquisitions and transactions, on an as-converted, as-exchanged and as-exercised basis, does not exceed 5% of the outstanding Stock of the Company following the issuance and sale of the Shares hereunder. to be sold hereunder and (iiiii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company shall cause each recipient of such issuance to execute and provide the Company with notice of the impending release or waiver deliver to X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC an agreement substantially in the form of Exhibit B A hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverif such recipient has not already delivered one.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. , other than (iiA) The the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of options granted under employee stock option plans existing on the date hereof, (C) the grant of shares of capital stock, options or other instruments pursuant to plans existing on the date hereof, (D) the filing of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan referred to in clause (B) and (E) the issuance of shares of Stock in connection with the acquisition of another company; provided, that the shares of Stock issued do not represent more than 10% of the Company’s outstanding capital stock immediately prior to such acquisition and the recipient of such shares shall agree in writing to be bound by the restrictions contained in Section 3(l)(ithis section. Notwithstanding the foregoing, if (1) hereof shall not apply during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (2) prior to the expiration of the Shares hereunder. (iii) If 180-day restricted period, the RepresentativeCompany announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, in its sole discretion, agree the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director occurrence of the Company and provide the Company with notice of the impending release material news or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose ofof , directly or indirectlyindirectly (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to undertake any of the foregoing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives other than the Shares to be sold hereunder. Additionally, for a period of 90 days after the date of the Prospectus, without the prior written consent of the Representatives, the Company will not (i) agree to waive or amend any provision of Section 3 (Lock-Up of Common Shares) or Section 4 (Lock-Up of Retention RSU Shares) of the Amended and Restated IPO Assistance and Lock-Up Agreement, dated June 12, 2023, with respect to the shareholders listed in Schedule 3 hereto or (Cii) file consent to any requests by Shelf Holdco II Limited (“TFP HoldCo”) to Transfer any of its Stock; provided that the foregoing restriction shall not prohibit repurchases by the Company of Stock held by TFP HoldCo pursuant to Section 7.01(b) of the Company’s common shareholders agreement dated June 16, 2023. The restrictions described above do not apply to (i) the offer, sale and disposition of the Shares hereunder, (ii) the issuance of shares of Stock or submit with the Commission any registration statement under the Securities Act relating securities convertible into or exercisable for shares of Stock pursuant to the offering conversion or exchange of any sharesconvertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of options, stock awards, restricted stock, RSUs, or any other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for sharesshares of Stock (whether upon the exercise of options or otherwise) to the Company’s employees, officers, directors, advisors, or (D) publicly disclose consultants pursuant to the intention to do any terms of an equity compensation plan in effect as of the foregoing without Closing Date and described in the prior written consent Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the issuance of up to 5% of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the offer and sale of the Shares hereunder. (iii) If the RepresentativeClosing Date, in its sole discretionacquisitions or other similar strategic transactions, agree provided that such recipients enter into a lock-up agreement with the Underwriters; or (v) the filing of any registration statement on Form S-8 relating to release securities granted or waive to be granted pursuant to any plan in effect on the restrictions set forth in any Lock-Up date of this Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver described in the form of Exhibit B hereto at least three business days before the effective date of the release Prospectus or waiver, then the Company agrees any assumed benefit plan pursuant to announce the impending release an acquisition or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiversimilar strategic transaction.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up up Period”), the Company and any successor ) such Selling Shareholder will not, without the prior written consent of the Representative, not (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock including, without limitation, Stock which may be deemed to be beneficially owned by the undersigned within the meaning of Rule 13d-3 under the Exchange Act of 1934 and securities which may be issued upon exercise of a stock option or warrant or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, shares of Stock or any securities security convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Stock without the prior written consent of the Representative. (ii) The restrictions contained Representatives, in Section 3(l)(i) hereof shall not apply to the offer and sale of each case other than the Shares to be sold by such Selling Shareholder hereunder. ; provided, however, that such Selling Shareholder may transfer Stock (iiii) If as a bona fide gift or gifts; provided that the Representative, in its sole discretion, donee or donees thereof agree to release or waive be bound in writing by the restrictions set forth herein, (ii) to any trust or other estate planning vehicle for the direct or indirect benefit of the undersigned or the immediate family of the Selling Shareholders; provided that the trustee of the trust or the director, manager or other administrator of such other estate planning vehicle 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, (iii) to an affiliate; provided that such affiliate agrees to be bound in writing by the restrictions set forth herein, or (iv) in the case of Xxx Technologies (“Xxx”), (a) upon the exercise of options previously issued by Xxx to purchase Stock held by Xxx or (b) in connection with the exercise of remedies following a default under or in connection with the pledge and security agreement by Xxx in favor of Fleet National Bank (“Fleet”) pursuant to which Xxx has pledged to Fleet its Stock as security for loans and other credit accommodations provided to Xxx by Fleet; provided that, in the case of clauses (i), (ii) and (iii), such transfers are not required to be reported by such Selling Shareholder in any public report or filing with the Commission or otherwise during the Lock-Up Agreement (as defined below) for up Period and such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-up Period. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. For purposes of this Agreement, an officer “affiliate” of any person shall mean any person that directly, or director of the Company and provide the Company with notice of the impending release indirectly through one or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release more intermediaries, controls, or waiveris controlled by, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiveris under common control with, such person.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of the RepresentativeUnderwriter, the Company will not, during the period ending 30 days after the date of the Prospectus, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of its Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or (Bii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise; provided that the foregoing shall not apply to (A) the sale of the Securities under this Agreement, (B) the grant by the Ventas Entities of employee or director stock options, shares of restricted stock or restricted stock units in the ordinary course of business or the issuance by the Ventas Entities of any shares of Common Stock upon the exercise of an option or warrant, the settlement of any stock unit account or the conversion of a security outstanding on the date hereof, (C) file the issuance and sale of shares of Common Stock pursuant to, or submit the filing of a new shelf registration statement relating to, the Ventas Employee and Director Stock Purchase Plan or the Ventas Distribution Reinvestment and Stock Purchase Plan, (D) the filing of a new universal shelf registration statement to replace the existing shelf registration statement, provided that the securities registered under such new universal shelf registration statement shall remain subject to the restrictions above, (E) the filing and effectiveness of any amendment to the Company’s existing shelf registration statements (Registration No. 333-200781) relating to the sale by the selling stockholders named therein of the shares of Common Stock registered thereby, (F) any shares of Common Stock issued upon redemption of the Class A units of limited partnership in NHP/PMB L.P. or upon redemption of the Class C units of limited partnership in Ventas Realty Capital Healthcare Trust Operating Partnership, L.P., and the filing with the Commission of any registration statement statements under the Securities Act relating thereto and (G) the issuance of shares to sellers in connection with acquisitions or business combinations, the offering execution of any sharesagreement to effect any such issuance and the filing with the Commission of any registration statements under the Securities Act relating thereto, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention provided such shares shall be subject to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) this section for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverremaining time period, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverif any.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (x) the Shares to be sold hereunder (y) any shares of Stock of the Company issued upon the exercise of options granted under existing equity incentive plans disclosed in the Registration Statement or (C) file under the equity incentive plan and employee stock purchase plan proposed to be approved by the Company’s stockholders at the Company’s 2018 annual meeting of stockholders, and the filing of one or submit more registration statements on Form S-8 with the Commission any for the registration statement of such shares of Stock under the Securities Act relating to the offering Act, and (z) shares of any shares, Stock or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose shares of Stock representing in the intention to do any aggregate no more than 5% of the foregoing without the prior written consent Company’s issued and outstanding shares of Stock as of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply date of this Agreement, which may be sold only to the offer and sale collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of the Shares hereunder. (iii) If the Representative, in its sole discretion, such securities agree to release or waive the restrictions set forth be bound by a lock-up agreement in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in substantially the form of attached as Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. (i) For a period of six (6) months after starting on the effective date of the Registration StatementProspectus and continuing for 45 days thereafter, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC. The restrictions contained in Section 3(l)(i) hereof the foregoing sentence shall not apply to (A) the offer and sale of Shares to be sold hereunder, (B) the Shares hereunder. or any substantially similar securities to be issued pursuant to employee incentive plans existing as of the date of this Agreement (iii) If including, for the Representativeavoidance of doubt, the La Quinta Employee Stock Purchase Plan (the “ESPP”), the La Quinta Holdings Inc. 2014 Omnibus Incentive Plan and any long-term incentive awards, in its sole discretioneach case, agree disclosed in the Pricing Disclosure Package), (C) the issuance of up to release 5% of the outstanding shares of Common Stock or waive any substantially similar securities in connection with the restrictions acquisition of, a joint venture with or a merger with, another company, and the filing of a registration statement with respect thereto; provided that, in the case of (C), any recipient of such securities shall execute and deliver to X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC a lock-up letter substantially to the effect set forth in Exhibit A and (D) the filing of any Lock-Up Agreement registration statement on Form S-8, or any amendment thereto, to register shares issuable in connection with the ESPP or upon exercise of awards granted pursuant to the terms of any employee equity incentive plan; provided however, that if (as defined below1) for an officer or director during the last 17 days of the Company and provide lock-up period, the Company releases earnings results or announces materials news or a material event or (2) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 16-day period following the last day of the lock-up period, then in each case the lock-up period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC waive, in writing, such extension; in the event of any announcement that gives rise to an extension of the lock-up period, the Company will provide X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC and the Selling Stockholder with prior notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiversuch announcement.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (ii1) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares to be sold hereunder. , (iii2) If shares of Common Stock issued during the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement Period in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the Company, provided that (as defined belowa) for an officer or director of the Company and provide the Company with notice of the impending release or waiver recipient shall execute a “lock-up” agreement substantially in the form of Exhibit B A hereto at least three business agreeing not to dispose of such shares during the Lock-Up Period, (b) the number of shares of Common Stock issued pursuant to this clause (2) shall not exceed 10% of the shares of Common Stock then outstanding, and (c) this clause (2) may be relied on for only one transaction or series of related transactions, and (3) grants of any stock option, restricted stock unit or restricted stock award under any Company Stock Plan established prior to the date hereof and disclosed in the Pricing Disclosure Package. Notwithstanding the foregoing, if (1) 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 (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless the Representative waived such extension in writing; except that such extension will not apply if (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the effective date last day of the release or waiver, then the Company agrees 90-day period (before giving effect to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiversuch extension).

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statementinitial public offering of the Shares, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, publicly announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for shares, Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of options granted under existing employee stock option plans or the Company's employee stock purchase plan or (C) the issuance of any shares of Common Stock at least 90 days after the date of the Prospectus, or any agreement entered into at least 90 days after the date of the Prospectus to issue shares of Common Stock, in Section 3(l)(i) hereof shall connection with an acquisition of stock or assets of another business, by merger or otherwise, provided that such shares in the aggregate do not apply to exceed 10% of the offer and number of shares of Common Stock outstanding immediately following the sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of ; and provided further that the Company and provide the Company with notice shall have received from each recipient of the impending release or waiver such shares a lock-up letter in substantially the form of Exhibit B hereto at least three business Annex E hereto. Notwithstanding the foregoing, if (1) during the last 17 days before the effective date of the 180-day restricted period, the Company issues an earnings release or waiver, then material news or a material event relating to the Company agrees occurs; or (2) prior to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement, unless waived or waiverotherwise approved by the Representatives in writing, shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, the public announcement of the material news or the occurrence of the material event; provided, however, that this provision will not apply if the safe harbor provided by Rule 139 promulgated under the Securities Act is available and the Company's shares of Common Stock are "actively traded securities," as defined in Regulation M, 17 C.F.R. 242.101(c)(1).

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of X. X. Xxxxxx Securities LLC, who shall provide prior notice of such consent to the Representativeother Underwriters and who shall notify the other Underwriters upon receipt of any request by the Company for a release or waiver of the following restrictions, (Ai) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission or any other securities regulatory authority a registration statement or similar application under the Securities Act or any other securities law relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock (collectively with the Stock, the “Lock-Up Securities”) (including without limitation, Lock-Up Securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C3) file or submit any registration statement with the Commission or any registration statement under the Securities Act other securities regulatory authority relating to the offering of any sharesLock-Up Securities, in each case other than: (1) the Shares to be sold hereunder; (2) the issuance by the Company of shares of, or any securities convertible into options to purchase shares of, Stock, restricted stock units or exercisable other equity awards to employees, officers, directors, advisors or exchangeable for sharesconsultants of the Company pursuant to the employee benefit plans described in the Pricing Disclosure Package, provided that such shares of, or options to purchase shares of, Stock, restricted stock units or other equity awards awarded to each director or officer who executes and delivers to the Representative a lock-up letter substantially in the form of Exhibit A hereto are restricted subject to the provisions of such lock-up letter, and further provided that no public report or filing by any party (Ddonor, donee, transferor or transferee) publicly disclose under the intention Exchange Act or any other U.S., state or foreign securities laws or regulations or other public announcement in any jurisdiction shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 13F or a filing on Schedule 13D or Schedule 13G (or 13D-A or 13G-A) that is required by law to do any be made after the expiration of the foregoing without 180-day period after the prior written consent date of the Representative. Prospectus); and (ii3) The restrictions contained in Section 3(l)(i) hereof shall not apply the filing by the Company of one or more registration statements on Form S-8 with respect to the offer and sale employee benefit plans described in the Pricing Disclosure Package. If X.X. Xxxxxx Securities LLC, on behalf of the Shares hereunder. (iii) If the RepresentativeUnderwriters, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(u) hereof for an officer or director of the Company and provide provides the Company and the other Underwriters with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without Without the prior written consent of the RepresentativeUnderwriter, Ventas will not, during the period ending 60 days after the date of the Prospectus, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of its Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or (Bii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise; provided that the foregoing shall not apply to (A) the sale of the Securities under this Agreement, (B) the grant by the Ventas Entities of employee or director stock options, shares of restricted stock or restricted stock units in the ordinary course of business or the issuance by the Ventas Entities of any shares of Common Stock upon the exercise of an option or warrant, the settlement of any stock unit account or the conversion of a security outstanding on the date hereof, (C) file the filing and effectiveness of any amendment to Ventas’s existing shelf registration statements (Registration No. 333-165737 and 333-180521, respectively) relating to the resale by the holders of the Issuer’s 37/8% Convertible Senior Notes due 2011 or submit the addition of any subsidiary guarantor registrants, as applicable, (D) the issuance and sale of shares of Common Stock pursuant to, or the filing of a new shelf registration statement relating to, the Ventas Employee and Director Stock Purchase Plan or the Ventas Distribution Reinvestment and Stock Purchase Plan, (E) the filing of a new universal shelf registration statement to replace the existing shelf registration statement, provided that the securities registered under such new universal shelf registration statement shall remain subject to the restrictions above, (F) the filing and effectiveness of any amendment to Ventas’s existing shelf registration statement (Registration No. 174346) relating to the sale by the selling stockholders named therein of the shares of Common Stock registered thereby, (G) the filing of a new registration statement on Form S-8 to register the shares of Common Stock reserved for issuance under the Ventas, Inc. 2012 Incentive Plan, (H) any shares issued upon redemption of Class A Partnership Units of NHP/PMB L.P., and the filing with the Commission of any registration statement statements under the Securities Act relating thereto and (I) the issuance of shares to sellers in connection with acquisitions or business combinations, the offering execution of any sharesagreement to effect any such issuance and the filing with the Commission of any registration statements under the Securities Act relating thereto, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention provided such shares shall be subject to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) this section for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverremaining time period, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverif any.

Clear Market. (i) For a period of six (6) months after the effective date of Final Prospectus (the Registration Statement“Lock-Up Period”), the Company and any successor will not, and the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to (a) the offer and sale of the Shares hereunder, (b) any ordinary shares or options to purchase any ordinary shares or other any ordinary shares based award issued or granted pursuant to the Company’s equity incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, and (c) ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship entered into at arms-length (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity provided that any such transaction involves solely existing business segments or business scope that the company is already operating in as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus. (iii) If the Representative, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six twelve (612) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after from the Closing Date (each, a the “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Aa) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendissue, or otherwise transfer or dispose of, directly or indirectly, any shares equity of the Company or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers, in whole or in part, any equity of the economic consequences of ownership of the shares , whether any such transaction described in clause Company; (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (Cb) file or submit caused to be filed any registration statement with the Commission any registration statement under the Securities Act relating to the offering of any shares, equity of the Company or any securities convertible into or exercisable or exchangeable for shares, equity of the Company; or (Dc) publicly disclose enter into any agreement or announce the intention to do effect any of the foregoing actions described in subsections (a) or (b) hereof (all of such matters, the “Standstill”), without the prior written consent of the RepresentativeUnderwriter. (ii) The restrictions contained So long none of such equity securities shall be saleable in Section 3(l)(i) hereof the public market until the expiration of the Lock-up Period, the following matters shall not apply be prohibited by the Standstill: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; and (ii) the issuance of equity securities in connection with an acquisition or a strategic relationship, which may include the sale of equity securities. In no event should any equity transaction during the Standstill period result in the sale of equity at an offering price to the offer and sale public less than that of the Shares hereunderoffering referred herein. (iii) If the RepresentativeUnderwriter, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date effectiveness of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months 90 days after the Closing Date effectiveness of the Registration Statement (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, except in this offering, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares hereunderhereunder and are subject to certain exception set forth in the Lock-up Agreement. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares Ordinary Shares or any securities convertible into or exercisable or exchangeable for sharesOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Ordinary Shares or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Ordinary Shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. , other than the Units to be sold hereunder and any Ordinary Shares of the Company issued upon the exercise of options granted under Company Share Plans; provided, however, that the Company may (ii1) The restrictions contained issue and sell the Option Units on exercise of the option provided for in Section 3(l)(i2 hereof, (2) hereof shall not apply register with the Commission pursuant to the offer and sale Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares hereunder. issuable upon exercise thereof, and (3) issue securities in connection with a Business Combination, or (iii) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If the Representative, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined below) up contained in the Insider Letter for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C Annex II hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend any Insider Letter without the written consent of the Representative.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent initial public offering of the RepresentativeShares, such Selling Stockholder will not (Ai) offer, pledge, sell, contract to sellsell (other than pursuant to this Agreement), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock (including without limitation, Stock, OP Units or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, otherwise or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, shares of Stock or any securities security convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing Stock without the prior written consent of the Representative. Representatives, in each case other than the Shares to be sold by such Selling Stockholder hereunder; provided, however, that: (iiA) The notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale Company’s charter, such Selling Stockholder may transfer any securities of the Shares hereunder. Company (iiiincluding, without limitation, common stock) If as follows: (i) as a bona fide gift or gifts, provided that the Representative, in its sole discretion, donee or donees thereof agree to release or waive be bound in writing by the restrictions set forth in this Section 7(a); (ii) to any Lock-Up Agreement trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this Section 7(a); (iii) as defined belowa distribution to limited partners, members, stockholders or other equity holders of such Selling Stockholder, provided that such limited partners, members, stockholders or other equity holders agree to be bound in writing by the restrictions set forth in this Section 7(a); or (iv) to the Selling Stockholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Stockholder provided that the affiliates, investment fund or other entity controlled or managed by such Selling Stockholder agrees to be bound in writing by the restrictions set forth in this Section 7(a) (for purposes of this Section 7(a), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); and (B) for an officer the avoidance of doubt, nothing in this Section 7(a) shall prevent such Selling Stockholder from, or director restrict the ability of such Selling Stockholder to, (i) purchase shares of common stock on the Company and provide open market or (ii) redeem OP Units for shares of Common Stock, provided that such Shares are subject to the Company with notice of the impending release or waiver restrictions set forth in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverthis Section 7(a).

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration Statementinitial public offering of the Shares, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for shares, Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale Representatives on behalf of the Shares hereunder. Underwriters. Notwithstanding the foregoing, for the purpose of allowing the Underwriters to comply with NASD Rule 2711(f)(4), if (iii1) If during the Representative, in its sole discretion, agree to release or waive last 17 days of the restrictions set forth in any initial lock-up period (the “Lock-Up Agreement Period”), the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as defined belowapplicable, unless the Representatives waive, in writing, such extension. Notwithstanding the foregoing, the Company may issue and sell stock (a) for an officer pursuant to any stock option plan (the “Stock Option Plan”), or director stock ownership plan (the “Stock Ownership Plan”) of the Company and provide in effect at the Company with notice time of the impending release pricing of this offering and disclosed in the Prospectus and (b) upon the conversion of options or waiver the exercise of warrants (the “Warrants”) outstanding at the time of the pricing of the offering and in each case disclosed in the Prospectus and (c) up to 5% of the number of the shares of Stock then outstanding as consideration in connection with acquisitions, provided that (i) the recipients agree to restrictions in the “lock-up” agreements substantially in the form of shares of Exhibit B A hereto at least three business days before (for the effective date remainder of the release or waiver, then the Company agrees original lock-up period) and (ii) any sales made pursuant to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date clause (c) immediately above shall not exceed when taken together with other sales made pursuant to (c) immediately 5% of the release or waivershares of Stock outstanding on the Closing Date.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of X. X. Xxxxxx Securities LLC, who shall provide prior notice of such consent to the Representativeother Underwriters and who shall notify the other Underwriters upon receipt of any request by the Company for a release or waiver of the following restrictions, (Ai) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission or any other securities regulatory authority a registration statement or similar application under the Securities Act or any other securities law relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock (collectively with the Stock, the “Lock-Up Securities”) (including without limitation, Lock-Up Securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C3) file or submit any registration statement with the Commission or any registration statement under the Securities Act other securities regulatory authority relating to the offering of any sharesLock-Up Securities, in each case other than: (1) the Shares to be sold hereunder; (2) the issuance by the Company of shares of, or any securities convertible into options to purchase shares of, Stock, restricted stock units or exercisable other equity awards to employees, officers, directors, advisors or exchangeable for sharesconsultants of the Company pursuant to the employee benefit plans described in the Pricing Disclosure Package, provided that such shares of, or options to purchase shares of, Stock, restricted stock units or other equity awards awarded to each director or officer who executes and delivers to the Representative a lock-up letter in the form of Exhibit A hereto are restricted subject to the provisions of such lock-up letter, and further provided that no public report or filing by any party (Ddonor, donee, transferor or transferee) publicly disclose under the intention Exchange Act or any other U.S., state or foreign securities laws or regulations or other public announcement in any jurisdiction shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 13F or a filing on Schedule 13D or Schedule 13G (or 13D-A or 13G-A) that is required by law to do any be made after the expiration of the foregoing without 180-day period after the prior written consent date of the Representative. Prospectus); and (ii3) The restrictions contained in Section 3(l)(i) hereof shall not apply the filing by the Company of one or more registration statements on Form S-8 with respect to the offer and sale employee benefit plans described in the Pricing Disclosure Package. If X.X. Xxxxxx Securities LLC, on behalf of the Shares hereunder. (iii) If the RepresentativeUnderwriters, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(u) hereof for an officer or director of the Company and provide provides the Company and the other Underwriters with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the The Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendpledge, or otherwise transfer dispose of (or dispose ofenter into any transaction, including any swap transaction, which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to: (i) any shares Common Shares; or (ii) any securities convertible into into, or exercisable or exchangeable for sharesfor, Common Shares; or publicly announce an intention to effect any such transaction, until 45 days after date of the Prospectus; provided, however, that: (i) the Company may issue and sell Common Shares or securities convertible into, or exercisable for, Common Shares pursuant to any employee share option plan, equity incentive plan, share ownership plan or dividend reinvestment plan of the Company in effect as of the date hereof; (ii) the Company may issue Common Shares issuable upon the conversion of securities or the exercise of any option or warrant outstanding as of the date hereof; (iii) the Company may file a registration statement with the Commission with regard to securities issued or to be issued under any equity incentive plan; (iv) the Company may file a registration statement on Form S-8 (or any successor form) with respect to an employee share purchase plan; (v) the Company may issue and sell the Primary Securities pursuant to this Agreement; (vi) the Company may establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that (A) such plan does not provide for the transfer of Common Shares until 45 days after date of the Prospectus and (B) enter into any swap to the extent a public announcement or other agreement filing under the Exchange Act, if any, is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that transfers, in whole or in part, any no transfer of Common Shares may be made under such plan until 45 days after date of the economic consequences of ownership of Prospectus; and (vii) the shares , whether any such transaction described in clause (A) Company may issue Common Shares or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into into, or exercisable or exchangeable for sharesfor, or (D) publicly disclose the intention to do Common Shares as payment of any part of the foregoing without purchase price for any acquisition of a business or assets by the prior written consent Company, provided that the aggregate number of all such Common Shares or securities issued pursuant to any such acquisitions within the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to 45-day period following the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then Prospectus does not exceed 15% of the Company agrees to announce number of Common Shares outstanding on the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release Prospectus, provided further that the recipient of any such Common Shares or waiversecurities shall agree not to sell or otherwise dispose of any such Common Shares or securities for the then remaining term of the 45-day restricted period.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, offering of the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three Securities (3) months after the Closing Date (each, a “Lock-Up up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Underwriter, other than (ii1) The restrictions contained in Section 3(l)(ithe Securities to be sold hereunder, (2) hereof shall not apply to the offer and sale any shares of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release Common Stock or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director restricted stock of the Company and provide issued upon the exercise of options granted or the vesting of restricted stock of the Company under Company Stock Plans existing at the date hereof, (3) shares of Common Stock issued in connection with notice of any acquisition or other strategic transaction including licensing and collaborations undertaken by the impending release or waiver Company, provided that the recipient shall execute a “lock-up” agreement substantially in the form of Exhibit B A hereto at least three business days before agreeing not to dispose of such shares during the effective date Lock-Up Period and provided further, that the number of shares of Common Stock issued pursuant to this clause (3) shall not exceed 10% of the shares of Common Stock then outstanding, (4) any employee stock options or restricted stock issued pursuant to the Company Stock Plans existing at the date hereof, (5) the issuances of shares of Common Stock upon the conversion of any Securities and (6) the issuances of options, restricted stock or other awards to newly hired employees, provided such awards do not vest or are not exercisable during the Lock-up Period . Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-up Period, the Company issues an earnings release or waiver, then material news or a material event relating to the Company agrees occurs; or (2) prior to announce the impending expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date occurrence of the release material news or waivermaterial event.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for sharesCommon Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative., other than (ii1) The restrictions contained in Section 3(l)(ithe Securities to be sold hereunder, (2) hereof shall not apply to shares of Common Stock issued during the offer and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement Period in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the Company, provided that (as defined belowa) for an officer or director of the Company and provide the Company with notice of the impending release or waiver recipient shall execute a “lock-up” agreement substantially in the form of Exhibit B A hereto at least three business agreeing not to dispose of such shares during the Lock-Up Period, (b) the number of shares of Common Stock issued pursuant to this clause (2) shall not exceed 10% of the shares of Common Stock then outstanding, and (c) this clause (2) may be relied on for only one transaction or series of related transactions, and (3) grants of any stock option, restricted stock unit or restricted stock award under any Company Stock Plan established prior to the date hereof and disclosed in the Pricing Disclosure Package. Notwithstanding the foregoing, if (1) 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 (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless the Representative waived such extension in writing; except that such extension will not apply if (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the effective date last day of the release or waiver, then the Company agrees 90-day period (before giving effect to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiversuch extension).

Clear Market. (i) For a period of six (6) months 30 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Underwriters, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer Underwriters pursuant to this Agreement; (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and sale the Prospectus; (C) pursuant to the stock-based compensation plans of the Shares hereunder. Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iiiD) If the Representativeestablishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the 30-day restricted period, any transfer of shares of common stock under any new or existing Plan and any Section 16 filings required to be filed in connection therewith; provided that any Section 16 filing made in connection with this clause (D) shall include an explanatory footnote stating the nature of such transfer; (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided, in its sole discretion, agree the case of this clause (E) the transferee of such shares agrees to release or waive be bound in writing to the restrictions set forth in this subsection (h); (F) the filing of any Lockregistration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-Up Agreement (as defined below) for an officer or director based compensation plans of the Company and provide its subsidiaries referred to in clause (C); (G) shares of Stock or shares exchangeable for stock issued pursuant to its existing plan of reorganization; (H) pursuant to the Company with notice exchange of the impending release or waiver in the form exchangeable shares of Exhibit B hereto at least three business days before the effective date Ceridian AcquisitionCo ULC; and (I) pursuant to a Global Employee Stock Purchase Plan and filing of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release registration statement on Form S-8 in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverconnection therewith.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., other than (A) the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares to be sold hereunder. , (iiiB) If the Representativeissuance of Stock upon the exercise or conversion of options, in its sole discretionnotes, agree warrants or other securities outstanding on the date hereof (including the Company’s 4.00% Convertible Senior Notes due 2027 and 4.625% Convertible Senior Notes due 2026), (C) the issuance of Stock, options or other securities pursuant to release any director or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer employee benefit or director compensation plan of the Company and provide or any of its subsidiaries in existence on the date hereof or contained as of the date hereof in a definitive proxy statement that the Company has filed with notice the Commission and for which the Company is seeking stockholder approval at its next annual meeting, or awards thereunder and (D) the filing of a registration statement on Form S-8 with respect to any director or employee compensation plan of the impending Company, in existence on the date hereof or contained as of the date hereof in a definitive proxy statement that the Company has filed with the Commission. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period referred to above, the Company issues an earnings release or waiver in material news or a material event relating to the form of Exhibit B hereto at least three business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period referred to above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period referred to above, the restrictions imposed by this Section 4(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date occurrence of the release material news or waivermaterial event.

Clear Market. Until the close of business on April 15, 2021 (i) For a period of six (6) months after the effective date of the Registration Statement, the “Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to undertake any of the foregoing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of X.X. Xxxxxx Securities LLC, other than the Representative. Shares to be sold hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans; provided, however, that the foregoing restriction shall not apply to: (i) the Shares to be sold hereunder; (ii) The restrictions contained the issuance by the Company of shares of Stock, including upon the vesting, exercise or settlement of options or restricted stock units or the conversion of convertible securities or the exchange of exchangeable securities, or options to purchase shares of Stock or the grant of other equity-based awards (including any securities convertible into shares of Stock), in Section 3(l)(i) hereof shall not apply each case pursuant to the offer and sale Company’s equity plans of the Shares hereunder. Company that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) If the Representativeentry into an agreement providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares of Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in its sole discretionconnection with such acquisition, agree or the issuance of any such securities pursuant to release any such agreement; (iv) the entry into any agreement providing for the issuance of shares of Stock or waive any security convertible into or exercisable for shares of Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the restrictions set forth in issuance of any Locksuch securities pursuant to any such agreement; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity-Up Agreement (as defined below) for an officer or director based compensation plans of the Company that are described in the Registration Statement, the Pricing Disclosure Package and provide the Prospectus or any associated employee benefit plan contemplated by clause (iii); or (vi) provided that in the case of clauses (iii) and (iv), the number of shares of Stock that the Company with notice may sell or issue or agree to sell or issue pursuant to such clauses shall not exceed, in the aggregate, 10% of the impending release total number of shares of Stock issued and outstanding immediately following the Closing Date; provided further that in the case of clause (iv) Stock or waiver other securities issued pursuant to such clause shall be subject to a contractual agreement, substantially in the form of Exhibit B hereto at least three business days before and provided, further, that in the effective date case of clauses (ii) through (iv), (x) the Company shall cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up letter on substantially the same terms as the lock-up letter referred to in Section 8(m) hereof, and (y) the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities until the expiration of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverLock-Up Period.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchasexxxxxxxx, purchase xxxxxxxx any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., other than (A) the Representative. Shares to be sold hereunder, (iiB) The restrictions contained any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in Section 3(l)(ithe Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, that the Company shall cause each recipient of such issuance to execute and deliver to X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (C) hereof any options and other awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, that the Company shall cause each recipient of such grant to execute and deliver to X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. an agreement substantially in the form of Exhibit A hereto if such recipient has not apply already delivered one, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the offer shares of Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of shares of Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company or any of its subsidiaries in connection with any such acquisition, and (F) the issuance of shares of Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (E) and (F), (i) the aggregate number of shares of Stock of the Company or other securities (including securities convertible into or exchangeable or exercisable for Stock or other securities) issued in all such acquisitions and transactions, on an as-converted, as-exchanged and as-exercised basis, does not exceed 5% of the outstanding Stock of the Company following the issuance and sale of the Shares hereunder. to be sold hereunder and (iiiii) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company shall cause each recipient of such issuance to execute and provide the Company with notice of the impending release or waiver deliver to X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. an agreement substantially in the form of Exhibit B A hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverif such recipient has not already delivered one.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, other than (iiA) The restrictions contained the Securities to be sold hereunder, (B) the shares of Common Stock to be sold by the Company concurrently herewith pursuant to an Underwriting Agreement, dated the date hereof, between X.X. Xxxxxx Securities and Xxxxxx Xxxxxxx & Co. Incorporated, as representatives of the several underwriters named therein, (C) the grant of options, awards of restricted stock and restricted stock units or the issuance of shares of Common Stock to employees or directors by the Company in Section 3(l)(ithe ordinary course of business or pursuant to any of the Company’s employee plans existing on the date of this Agreement, including, but not limited to, the Company’s employee stock option plan, the Company’s dividend reinvestment and stock purchase plan and the Company’s 401(k) hereof shall not apply plans and (D) the issuance by the Company of shares of Common stock upon the exercise of options granted under the Company’s employee plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (2) prior to the expiration of the Shares hereunder. (iii) If 90-day restricted period, the RepresentativeCompany announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, in its sole discretion, agree the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director occurrence of the Company and provide the Company with notice of the impending release material news or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the RepresentativeRepresentatives, (Ax) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares, or (By) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares , whether any such transaction described in clause (Ax) or (By) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (Cc) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D4) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representativeforegoing. (ii) The restrictions contained in Section 3(l)(i3(k)(i) hereof shall not apply to the offer and sale of the Shares hereunderhereunder or the sale by Reliance Lead Company Limited as described in the Registration Statement. (iii) If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a During the period of six (6) months from the date hereof through and including the date that is 90 days after the effective date of hereof (the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the RepresentativeCredit Suisse Securities (USA) LLC, (A1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for sharesCommon Stock, or (B2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the shares Common Stock, whether any such transaction described in clause (Ai)(1) or (B2) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C3) file or submit any registration statement with the Commission any registration statement under the Securities Act relating to the offering of any shares, shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, Common Stock or (D4) publicly disclose announce the intention to do effect any of the foregoing without the prior written consent of the Representative. such transaction described in clause (iii)(1), (2) or (3) above. The restrictions contained in Section 3(l)(i) hereof the preceding paragraph shall not apply to the offer and sale of (a) the Shares hereunder. to be sold under this Agreement, (iiib) If the Representativeissuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Time of Sale Information and the Prospectus, (c) the issuance by the Company of restricted shares of Common Stock or other equity awards, in its sole discretioneach case, agree not exercisable or transferrable during the Restricted Period, pursuant to release the Company’s Amended and Restated 2010 Annual Incentive Compensation Plan described in the Time of Sale Information and the Prospectus, or waive (d) the restrictions set forth in any Lockestablishment of a trading plan pursuant to Rule 10b5-Up Agreement 1 under the Exchange Act for the transfer of shares of Common Stock, provided that (as defined belowi) such plan does not provide for an officer the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or director filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company and provide regarding the Company with notice establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver in effect that no transfer of Common Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverRestricted Period.

Clear Market. (i) For a During the period of six (6) months from the date hereof through and including the date that is 60 days after the effective date of hereof (the Registration Statement, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Restricted Period”), the Company and any successor will not, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co., (A1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for sharesCommon Stock, or (B2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the shares Common Stock, whether any such transaction described in clause (Ai)(1) or (B2) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C3) file or submit any registration statement with the Commission any registration statement under the Securities Act relating to the offering of any shares, shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares, Common Stock or (D4) publicly disclose announce the intention to do effect any of the foregoing without the prior written consent of the Representative. such transaction described in clause (iii)(1), (2) or (3) above. The restrictions contained in Section 3(l)(i) hereof the preceding paragraph shall not apply to the offer and sale of (a) the Shares hereunder. to be sold under this Agreement, (iiib) If the Representativeissuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Time of Sale Information and the Prospectus, (c) the issuance by the Company of restricted shares of Common Stock or other equity awards, in its sole discretioneach case, agree not exercisable or transferrable during the Restricted Period, pursuant to release the Company’s Amended and Restated 2010 Annual Incentive Compensation Plan described in the Time of Sale Information and the Prospectus, or waive (d) the restrictions set forth in any Lockestablishment of a trading plan pursuant to Rule 10b5-Up Agreement 1 under the Exchange Act for the transfer of shares of Common Stock, provided that (as defined belowi) such plan does not provide for an officer the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or director filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company and provide regarding the Company with notice establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver in effect that no transfer of Common Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverRestricted Period.

Clear Market. (i) For a period of six (6) months commencing on the date hereof and ending on the 90th day after the effective date of the Registration StatementOffering Memorandum, the Company will cause its officers, directors and 5% greater securityholders agrees not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any shares transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any Common Stock, securities of the Company that are substantially similar to the Notes or securities convertible into or exercisable exchangeable for or that represent the right to receive Common Stock, or sell or grant options, rights or warrants with respect to the Common Stock or securities convertible into or exchangeable for sharesthe Common Stock, or (B2) enter into any swap or other agreement derivatives transaction or arrangement that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of the shares Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of shares Common Stock or such other securities, in cash or otherwise, or (C3) file or submit cause to be filed a registration statement, including any amendments, with the Commission any registration statement under the Securities Act relating respect to the offering registration of any sharesCommon Stock or securities convertible, or any securities convertible into or exercisable or exchangeable for shares, into shares of Common Stock or (D4) publicly disclose announce the intention to do any of the foregoing foregoing, in each case without the prior written consent of the Representative. (ii) The restrictions contained in Section 3(l)(i) hereof Representatives, on behalf of the Initial Purchasers; provided, however, that the foregoing shall not apply to (A) the offer issuance and sale of the Notes under this Agreement or the issuance and delivery of the Conversion Shares, (B) the filing of registration statements in respect of the Conversion Shares hereunder. pursuant to the Registration Rights Agreement, (iiiC) If the Representativegrant of options or other equity-based awards for Common Stock pursuant to employee benefit plans existing on the date of this Agreement, (D) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this Agreement or issued in its sole discretionaccordance with clause (C), agree (E) the entry into the transactions contemplated by the capped call transactions, (F) the issuance of shares of Common Stock to release (i) Xxxx Xxxxxxxxxx pursuant to an assignment agreement dated January 31, 2008 among us, Mr. Xxxxxxxxxx and certain parties related to him or waive the restrictions set forth in any Lock-Up Agreement (as defined belowii) for an Xxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxxxx pursuant to a framework agreement dated January 31, 2008 among us, Messrs. Xxxxxxxxx and Xxxxxxxxxx and certain other parties thereto. The Company will cause each officer or and director of the Company and provide set forth on Schedule 2 hereto to furnish to the Company with notice of Initial Purchasers, prior to the impending release Closing Date, a letter or waiver letters, substantially in the form of Exhibit Annex B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act, relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer Underwriters pursuant to this Agreement, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and sale the Prospectus, (C) pursuant to the stock-based compensation plans of the Shares hereunder. Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iiiD) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of common stock during the 180-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 180-day restricted period, (E) the issuance of up to 5% of the outstanding shares of Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided in the case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this clause, (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C), (G) shares of Stock issued pursuant to a plan of reorganization, (H) shares of Stock issued in connection with a private placement transaction occurring as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (I) pursuant to the effectiveness of a registration statement registering shares of Stock issuable upon exchange of the exchangeable shares of Ceridian AcquisitionCo ULC. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any LockSection 6(a) or a lock-Up Agreement (as defined belowup letter described in Section 8(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months after the effective date of the Registration Statement, the The Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus Supplement, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. , other than (iiA) The restrictions contained to the Underwriters pursuant to this Agreement, (B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof (including, without limitation, the automatic conversion of all outstanding shares of the Company’s preferred stock upon closing of the Offering) as referred to in Section 3(l)(ithe Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) hereof pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, (E) shares of Stock or other securities issued in connection with a transaction with a third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not apply exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and (y) each recipient of shares of Common Stock or securities convertible into or exercisable for Stock shall execute a lock-up agreement substantially in the form of Exhibit C hereto, and (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the offer and sale shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Shares hereunder. Company and its subsidiaries referred to in clause (iii) C). If the Representative, in its sole discretion, agree agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B A hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause Laredo Holdings, its officersofficers and directors or certain affiliates of Laredo Holdings, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date each as listed on Schedule 2 hereto (each, a “Lock-Up PeriodParty”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock (including, without limitation, Stock or such other securities which may be deemed to be beneficially owned by each such Lock-Up Party in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the Company Stock Plans), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (Ciii) file make any demand for or submit exercise any right with the Commission any registration statement under the Securities Act relating respect to the offering registration of any shares, shares of Sock or any securities security convertible into or exercisable or exchangeable for sharesStock, or (D) publicly disclose except that Warburg Pincus, LLC will be permitted to spin-off our Stock that it owns to its shareholders [ ] days after the intention to do any date of the foregoing Prospectus, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, other than the Representative. Shares to be sold hereunder and any shares of Stock issued upon the exercise of options granted under Company Stock Plans; provided, however, the foregoing provisions will not restrict transfers of Stock as bona fide gifts, transfers by will or the laws of intestacy, transfers to family members (iiincluding to vehicles of which they are beneficial owners), transfers pursuant to domestic relations or court orders, or (in the case of corporations or other entities) The transfers to affiliates, in each case so long as the transferee agrees to be bound by the restrictions contained set forth in a lock-up letter described in Section 3(l)(i6(n) hereof shall and the transfer is not apply required to be reported with the Commission on Form 4 in accordance with Section 16 of Exchange Act. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, Laredo Holdings issues an earnings release or announces material news or a material event relating to Laredo Holdings occurs; or (2) prior to the offer and sale expiration of the Shares hereunder. (iii) 180-day restricted period, Laredo Holdings announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event. If the RepresentativeX.X. Xxxxxx Securities LLC, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in its their sole discretion, agree to release or waive the restrictions set forth in any a lock-up letter described in Section 6(n) hereof for a Lock-Up Agreement (as defined below) for an officer or director of the Company Party and provide the Company Laredo Holdings with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company Laredo Holdings agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than the Shares to be sold hereunder and any shares of Stock of the Company issued upon the exercise of awards granted under Company Stock Plans or grants of awards under Company Stock Plans consistent with past practice. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event ; provided, however, that such extension shall not apply if (i) the Company’s securities are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) The restrictions contained the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in Section 3(l)(i) hereof shall not apply to the offer manner contemplated by NASD Conduct Rule 2711(f)(4), and sale of the Shares hereunder. (iii) If the Representative, in its sole discretion, agree provisions of NASD Conduct Rule 2711(f)(4) are not applicable to release any research reports relating to the Company published or waive distributed by any of the restrictions set forth in underwriters during the 15 days before or after the last day of the 90-day restricted period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-Up Agreement (as defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverup Period.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration Statement, Prospectus (the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any such offer, pledge, sale, disposition or filing or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iia) The restrictions contained the Shares to be sold hereunder; (b) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any security disclosed as outstanding in Section 3(l)(ithe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) hereof shall not apply the issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership; or (d) the filing by the Company of any registration statement on Form S-8 or a successor form thereto. Notwithstanding the foregoing, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (b) prior to the expiration of the Shares hereunder. Lock-Up Period, the Company announces that it will release earnings results during the sixteen (iii16) If day period beginning on the Representativelast day of the Lock-Up Period, in its sole discretion, agree to release or waive then the restrictions set forth in any imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this proviso will not apply if, as of the expiration of the 90-day restricted period, the Representatives determine that (i) the safe harbor provided by Rule 139 under the Securities Act is available for all of the Underwriters in the manner contemplated by Rule 2711(f)(4) of the National Association of Securities Dealers, Inc., as administered by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (ii) the Company’s shares of Stock are “actively traded securities”, as defined belowin Regulation M, 17 CFR 242.101(c)(1); provided, further, that in no event will the restricted period extend for more than thirty (30) for an officer or director days plus three (3) business days after the end of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver90-day restricted period.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period each of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor Xxxxxxxx Xxxx will not, without the prior written consent of the Representative, not (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained the Shares to be sold hereunder, (B) the issuance of Stock by the Company and the transfer of units by Xxxxxxxx Xxxx pursuant to the Reorganization or the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (B) agree to be bound in Section 3(l)(iwriting by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) hereof under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the restricted period referred to above), (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit B hereto, such shares of Stock will be subject to the terms of such lock-up, (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans, (E) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not apply to the offer and sale exceed 10% of the Shares hereunder. total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to this clause (iiiF) agree to be bound in writing by an agreement of the same duration and terms as provided in this section. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B C hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C D hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months 90 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor StepStone Parties will not, without and will not publicly disclose the prior written consent of the Representative, intention to (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, to undertake any of the foregoing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or any partnership interest in StepStone, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Sachs & Co. LLC and X.X. Xxxxxx Securities LLC, other than (A) the Representative. Shares to be sold hereunder, (B) the issuance of Stock by the Company and the transfer of partnership interests by StepStone pursuant to any Exchange Agreement, provided that if the recipient shall have previously delivered such a “lock-up” agreement in connection with this offering, such Stock of the Company will be made subject to the terms of such lock-up (except as set forth in such recipient’s “lock-up” agreement in connection with this offering) and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 made in connection with the sale of Shares under this Agreement and the transactions contemplated hereby or as permitted under the “lock-up” agreement, or (ii) The restrictions contained in Section 3(l)(i) hereof shall not apply to a Form 5 made after the offer and sale expiration of the Shares hereunder. restricted period referred to above), (iiiC) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and provide the Company with notice Prospectus, provided that the recipient of any such shares of Stock shall deliver a “lock-up” agreement to the impending release or waiver Representatives substantially in the form of Exhibit B A hereto at least three business days before with respect to such shares of Stock (or, if the effective date recipient shall have previously delivered such a “lock-up” agreement, such shares of Stock will be made subject to the terms of such lock-up), (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the release or waivertotal number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated in the Agreement, then provided, further, that the Company agrees recipients of such shares of Common Stock pursuant to announce this clause (F) agree to be bound in writing by an agreement of the impending release or waiver by same duration and terms as provided in this section, (G) the issuance of equity interests of StepStone pursuant to any Exchange Agreement, provided that the recipient of any such equity interests of StepStone shall deliver a press release “lock-up” agreement to the Representatives substantially in the form of Exhibit C A hereto through with respect to such equity interests of StepStone (or, if the recipient shall have previously delivered such a major news service at least two business days before “lock-up” agreement, such equity interests of StepStone will be made subject to the effective date terms of such lock-up); or (H) the issuance by the Company of shares of Class B common stock and the issuance of partnership interests by StepStone to the extent required pursuant to the anti-dilution provisions of the release or waiverStepStone Limited Partnership Agreement.

Clear Market. (i) For a period of six (6) months 75 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, or publicly disclose the intention to do any of the foregoing, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than (iiA) The restrictions contained in Section 3(l)(i) hereof shall not apply to the offer and sale of the Shares to be sold hereunder. , (iiiB) If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (C) any new compensatory grants made under Company Stock Plans and provide (D) offer, sale and issuance of securities in connection with the acquisition by the Company with notice or any of its subsidiaries of the impending release securities, businesses, properties or waiver other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition), provided that the aggregate number of shares of Stock issued in all such acquisitions during such 75-day restricted period does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any such issuance, the Company shall cause each recipient of such securities to execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit B hereto at least three business days before A hereto. Notwithstanding the effective date foregoing, the Company may contract to sell and disclose the intention to issue shares of Stock in connection with any acquisition by the Company or any of its subsidiaries of the release securities, businesses, properties or waiver, then other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company agrees to announce the impending release or waiver by a press release in the form connection with any such acquisition); provided that no shares of Exhibit C hereto through a major news service at least two business days before the effective date Stock in excess of the release or waiver10% limitation specified in clause (D) above are issued prior to the expiration of the 75-day restricted period.

Clear Market. (i) For a period of six (6) months 180 days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for sharesStock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares Stock or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares Stock or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representatives, other than the Shares to be sold hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans. Notwithstanding the foregoing, if (ii1) The restrictions contained in Section 3(l)(i) hereof shall not apply during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (2) prior to the expiration of the Shares hereunder. (iii) 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the RepresentativeRepresentatives, in its their sole discretion, agree to release or waive the restrictions set forth in any Locka lock-Up Agreement (as defined belowup letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of six (6) months [ ] days after the effective date of the Registration StatementProspectus, the Company will cause its officers, directors and 5% greater securityholders not to, and for a period of three (3) months after the Closing Date (each, a “Lock-Up Period”), the Company and any successor will not, without the prior written consent of the Representative, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any [shares of Common Stock][Securities] or any securities convertible into or exercisable or exchangeable for shares[Common Stock][the Securities], or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares [Common Stock][Securities] or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares [Common Stock][Securities] or such other securities, in cash or otherwise, or (C) file or submit with the Commission any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the Representative. Representative[s] on behalf of the Underwriters, other than the (iiA) The restrictions contained Securities to be sold hereunder [or issuance of the Warrant Securities upon exercise of the Warrants], and (B) Stock issued or delivered in Section 3(l)(iconnection with the Company’s dividend reinvestment plan. Notwithstanding the foregoing, if the Company is not then an Emerging Growth Company, then if (1) hereof shall not apply during the last 17 days of the [ ]-day restricted period, the Company issues an earnings release or material news or a material event relating to the offer and sale Company occurs; or (2) prior to the expiration of the Shares hereunder. (iii) If [ ]-day restricted period, the RepresentativeCompany announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, in its sole discretion, agree the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) for an officer or director occurrence of the Company and provide the Company with notice of the impending release material news or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.