Common use of Further Agreements of the Selling Stockholder Clause in Contracts

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter; provided, that the restrictions contained in this Section 7 shall not apply to (i) registration of or sale to the Underwriter of any Common Stock pursuant to the Offering and this Agreement, (ii) distributions of shares of Common Stock to partners, members or stockholders of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling Stockholder, (v) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereof; provided, however, that in the case of transfers pursuant to clauses (ii), (iii), (iv) and (v) set forth above, such transferee agrees in writing with the Underwriter to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since the date of this Agreement and no filing by any party under the Exchange Act shall be required or shall be voluntarily made reporting a reduction in beneficial ownership of shares of common stock during the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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, then the restrictions imposed in the preceding paragraph 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 the occurrence of the material event, unless the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. (b) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter; (c) To deliver to the Underwriter prior to the Delivery Date a properly completed and executed United States Treasury Department Form W-9.

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During For a period of 180 days from the Lock-Up Perioddate of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Capital Stock or securities convertible into or exchangeable for Common Capital Stock (other than the Stock), ADSs) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, Capital Stock whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Capital Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterXxxxxx Brothers International (Europe); provided, however, that the restrictions contained in this Section 7 foregoing provisions shall not apply to (iA) registration transfers by way of testate or sale to the Underwriter intestate succession or by operation of any Common Stock pursuant to the Offering and this Agreementlaw, (iiB) distributions transfers to members of shares of Common Stock to partners, members or stockholders of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling StockholderStockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by the Selling Stockholder or (vC) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereofcharitable institutions for no consideration; and provided, howeverfurther, that in the case of transfers pursuant to clauses (iiA), (iiiB) or (C), (iv) and (v) set forth above, such the transferee agrees in writing with the Underwriter shall have agreed to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since the date of this Agreement and no filing by any party under the Exchange Act shall be required or shall be voluntarily made reporting a reduction in beneficial ownership of shares of common stock during the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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, then the restrictions imposed in the preceding paragraph 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 the occurrence of the material event, unless the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinparagraph. (b) Neither That the ADSs to be sold by the Selling Stockholder nor any person acting on behalf hereunder which is represented by the certificates held in custody for the Selling Stockholder, is subject to the interest of the International Managers, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable and that the obligations of the Selling Stockholder (hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter;event. (c) To deliver to the Underwriter Lead Managers prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-9W- 8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (d) Prior to each Delivery Date, to deposit or cause to be deposited the Shares to be sold by the Selling Stockholder with the Depositary in accordance with the provisions of the Deposit Agreement so that the ADRs evidencing the ADSs to be delivered to the International Managers at each Delivery Date are executed and, if applicable (and, if applicable countersigned) and issued by the Depositary against receipt of such Shares and delivered to the International Managers on such Delivery Date in accordance with the terms of this Agreement. (e) Immediately prior to the transfer of Shares on each Delivery Date pursuant to this Agreement, to pay all capital gains and other taxes due on such transfer. (f) To pay all duty, stamp or other issuance transfer or capital gains taxes (including any Greek stamp duty or stamp duty reserve tax) payable in connection with (i) the deposit with the Depositary of the Shares by the Selling Stockholder against the issuance of ADRs evidencing ADSs to be sold by the Selling Stockholder at each Delivery Date, (ii) the sale and delivery by the Selling Stockholder of such ADSs to or for the respective accounts of the International Managers and the U.S. Underwriters in the manner contemplated herein and in the U.S. Underwriting Agreement, respectively, (iii) the sale and delivery by the International Managers and the U.S. Underwriters of such ADSs to the initial purchasers thereof in the manner contemplated herein and in the U.S. Underwriting Agreement, respectively, and (iv) the execution and delivery by the Selling Stockholder of this Agreement, the U.S. Underwriting Agreement and the Custody Agreement.

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During For a period of 180 days from the Lock-Up Perioddate of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Capital Stock or securities convertible into or exchangeable for Common Capital Stock (other than the Stock), ADSs) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, Capital Stock whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Capital Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterXxxxxx Brothers Inc.; provided, however, that the restrictions contained in this Section 7 foregoing provisions shall not apply to (iA) registration transfers by way of testate or sale to the Underwriter intestate succession or by operation of any Common Stock pursuant to the Offering and this Agreementlaw, (iiB) distributions transfers to members of shares of Common Stock to partners, members or stockholders of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling StockholderStockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by the Selling Stockholder or (vC) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereofcharitable institutions for no consideration; and provided, howeverfurther, that in the case of transfers pursuant to clauses (iiA), (iiiB) or (C), (iv) and (v) set forth above, such the transferee agrees in writing with the Underwriter shall have agreed to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since the date of this Agreement and no filing by any party under the Exchange Act shall be required or shall be voluntarily made reporting a reduction in beneficial ownership of shares of common stock during the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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, then the restrictions imposed in the preceding paragraph 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 the occurrence of the material event, unless the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinparagraph. (b) Neither That the ADSs to be sold by the Selling Stockholder nor any person acting on behalf hereunder which is represented by the certificates held in custody for the Selling Stockholder, is subject to the interest of the U.S. Underwriters, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable and that the obligations of the Selling Stockholder (hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter;event. (c) To deliver to the Underwriter Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-9W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (d) Prior to each Delivery Date, to deposit or cause to be deposited the Shares to be sold by the Selling Stockholder with the Depositary in accordance with the provisions of the Deposit Agreement so that the ADRs evidencing the ADSs to be delivered to the U.S. Underwriters at each Delivery Date are executed and, if applicable (and, if applicable countersigned) and issued by the Depositary against receipt of such Shares and delivered to the U.S. Underwriters on such Delivery Date in accordance with the terms of this Agreement. (e) Immediately prior to the transfer of Shares on each Delivery Date pursuant to this Agreement, to pay all capital gains and other taxes due on such transfer. (f) To pay all duty, stamp or other issuance transfer or capital gains taxes (including any Greek stamp duty or stamp duty reserve tax) payable in connection with (i) the deposit with the Depositary of the Shares by the Selling Stockholder against the issuance of ADRs evidencing ADSs to be sold by the Selling Stockholder at each Delivery Date, (ii) the sale and delivery by the Selling Stockholder of such ADSs to or for the respective accounts of the U.S. Underwriters and the International Managers in the manner contemplated herein and in the International Underwriting Agreement, respectively, (iii) the sale and delivery by the U.S. Underwriters and the International Managers of such ADSs to the initial purchasers thereof in the manner contemplated herein and in the International Underwriting Agreement, respectively, and (iv) the execution and delivery by the Selling Stockholder of this Agreement, the International Underwriting Agreement and the Custody Agreement.

Further Agreements of the Selling Stockholder. The Selling Stockholder agreesagrees with the several Underwriters that: (a) During the Lock-Up Period, It will not to, directly or indirectly, (1) offer for saleindirectly offer, sell, pledge assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any sale of the economic benefits or risks Stock hereunder for a period of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to 90 days from the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities date of the Company or (4) publicly disclose the intention to do any of the foregoingProspectus, in each case without the prior written consent of XX Xxxxx. (b) The shares of Stock represented by the Underwriter; provided, that certificates held in custody under the restrictions contained in this Section 7 shall not apply to (i) registration Custody Agreement are for the benefit of or sale and coupled with and subject to the Underwriter interests of any Common Stock pursuant to the Offering Underwriters and this Agreement, (ii) distributions of shares of Common Stock to partners, members or stockholders of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company and that the arrangement for such custody and the direct or indirect benefit appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Stockholder and/or hereunder shall not be terminated by operation of law, whether by the immediate family death or incapacity, liquidation or distribution of the such Selling Stockholder, (v) transfers or any other event, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of shares the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of Common Stock by will or intestacy to the such Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis Stockholder in accordance with the terms thereof; provided, however, that in the case of transfers pursuant to clauses (ii), (iii), (iv) and (v) set forth above, such transferee agrees in writing with the Underwriter to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since the date conditions of this Agreement and no filing the Custody Agreement, and action taken by the Attorneys-in-fact or any party of them under the Exchange Act Power of Attorney shall be required as valid as if such death, incapacity, liquidation or shall be voluntarily made reporting a reduction in beneficial ownership of shares of common stock during dissolution or other event had not occurred, whether or not the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth aboveCustodian, the shares Attorneys-in-fact or any of Common Stock acquired upon them shall have notice of such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoingdeath, if the Company should cease to have “actively traded securities,” as defined in Regulation Mincapacity, and (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release liquidation or material news dissolution 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, then the restrictions imposed in the preceding paragraph 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 the occurrence of the material other event, unless the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. (b) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter; (c) To They will deliver to the Underwriter XX Xxxxx on or prior to the Delivery First Closing Date a properly completed and executed United States Treasury Department Form W-9W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter; providedXxxxxxx Lynch, that the restrictions contained in this Section 7 shall not apply to (i) registration of or sale to the Underwriter of any Common Stock pursuant to the Offering and this AgreementPierce, (ii) distributions of shares of Common Stock to partnersXxxxxx & Xxxxx Incorporated, members or stockholders on behalf of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling Stockholder, (v) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereof; provided, however, that in the case of transfers pursuant to clauses (ii), (iii), (iv) and (v) set forth above, such transferee agrees in writing with the Underwriter to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since the date of this Agreement and no filing by any party under the Exchange Act shall be required or shall be voluntarily made reporting a reduction in beneficial ownership of shares of common stock during the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7Underwriters; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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, then the restrictions imposed in the preceding this paragraph 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 the occurrence of the material event, unless Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriter waives Underwriters, waive such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.; (b) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter; (c) To deliver to the Underwriter Representative prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-9W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (d) To deliver to the transfer agent prior to the time required under Section 5 to deliver any shares of Firm Stock, Warrant Stock or Option Stock a notice of exercise resulting in the exercise of the number of shares under the Series I Warrant required to be owned by the Sellling Stockholder to fulfill the Selling Stockholder’s delivery obligation under Section 5

Further Agreements of the Selling Stockholder. The Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (with the exception of any registration statement filed pursuant to Rule 462(b) in connection with the sale of the Stock to the Underwriter pursuant to this Agreement or any registration statement filed on Form S-8 related to the Company’s incentive plan) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter; provided, that the restrictions contained in this Section 7 shall not apply and to (i) registration cause each of or sale its affiliated entities set forth on Schedule III hereto to furnish to the Underwriter of any Common Stock pursuant Underwriter, prior to the Offering and this Agreementdate hereof, (ii) distributions of shares of Common Stock to partnersa letter or letters, members or stockholders of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling Stockholder, (v) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereof; provided, however, that substantially in the case form of transfers pursuant to clauses Exhibit A hereto (iithe “Lock-Up Agreements”), (iii), (iv) and (v) set forth above, such transferee agrees in writing with the Underwriter to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since the date of this Agreement and no filing by any party under the Exchange Act shall be required or shall be voluntarily made reporting a reduction in beneficial ownership of shares of common stock during the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, and to the extent that the Underwriter is unable to publish research reports under Rule 139 of the Securities Act and/or pursuant to NASD Rule 2711 of the rules and regulations of the Financial Industry Regulatory Authority, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces 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, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Underwriter waives such extension in writing. For purposes The foregoing paragraph shall not apply to (A) any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of this Section 7shares of Common Stock as (i) bona fide gifts, “(ii) transfer by will or intestacy to the undersigned’s legal representatives or heirs, (iii) sales or other dispositions of shares of any class of the Company's capital stock that are made exclusively between and among the undersigned or members of the undersigned's family (including any trust for the benefit of the undersigned or the undersigned’s immediate family” ), (iv) Common Stock withheld for tax purposes in connection with the vesting and distribution of Common Stock, (v) transfer of shares of Common Stock to affiliates of the undersigned or to any investment fund or other entity controlled by the undersigned, its partners (if a partnership) or members (if a limited liability company) and (vi) Common Stock acquired by the undersigned in the open market transactions after the Offering; provided that it shall mean be a condition to any relationship such transfer that (i) except in the case of (B)(ii) above, the transferee/donee agrees to be bound by bloodthe terms of the lock-up letter agreement (including, marriage without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) except in the case of clauses (A), (B)(iv), (B)(v) and (B)(vi) above, no filing by any party (donor, donee, transferor or adoptiontransferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 45-day period referred to above), (iii) except in the case of clauses (A), (B)(iv), (B)(v) and (B)(vi) above, each party (donor, donee, transferor or transferee) shall not more remote than first cousinbe required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) the undersigned notifies the Underwriter at least two business days prior to the proposed transfer or disposition. (b) Prior to engaging in any transaction or taking any other action that is subject to the terms of Section 7(a) during the period from the date of this Agreement to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to Section 7(a)) has expired. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter;. (cd) To deliver to the Underwriter prior to the Delivery Date a properly completed and executed United States Treasury Department Form W-9. (e) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Stock, if any, to be sold by such Selling Stockholder. (f) Such Selling Stockholder has not, prior to the execution of this Agreement, distributed any “prospectus” (within the meaning of the Securities Act) or offering material in connection with the offering or sale of the Stock other than the Registration Statement and the Pricing Disclosure Package, and will not, at any time on or after the execution of this Agreement, distributed any “prospectus” (within the meaning of the Securities Act) of offering material in connection with the offering or sale of the Stock other than the Pricing Disclosure Package and the then most recent Prospectus.

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During For a period commencing on the date hereof and ending on the 30th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company Company, or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter; providedThe foregoing restrictions shall not apply to: (i) the sale of Stock to the Underwriter pursuant to this Agreement; (ii) the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof, provided that the restrictions contained in this Section 7 shall not apply to any shares of the Company’s capital stock issued upon such exercise, or (iiii) registration of sales or sale to the Underwriter of any Common Stock pursuant to the Offering and this Agreement, (ii) distributions other dispositions of shares of Common Stock to partnersany class of the Company’s capital stock, in each case that are made exclusively between and among the Selling Stockholder or members of the Selling Stockholder’s family, or stockholders affiliates of the Selling Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any such transfer described in clause (iii) bona fide gifts, that (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling Stockholder, (v) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (viA) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance transferee/donee agrees with the terms thereof; providedUnderwriter, however, that in the case of transfers pursuant to clauses (ii), (iii), (iv) and (v) set forth above, such transferee agrees in writing with the Underwriter to be bound by the terms of a lock-up letter agreement substantially in the form of this Section 77(a), confirms that he, she or it has been in compliance with the terms of Section 7 since the date of this Agreement and (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act Act, shall be required or shall be voluntarily made reporting in connection with such transfer or distribution (other than a reduction in beneficial ownership of shares of common stock during the lockfiling on a Form 5, Schedule 13D or Schedule 13G (or 13D-up period, and that in the case of any exercise of any stock options pursuant to clause (viA or 13G-A) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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 made after the expiration of the Lock-Up Period), (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the Company announces that it will release earnings results during the 16-day period beginning on the last day disclosure requirements of the Lock-Up PeriodSecurities Act and the Exchange Act) to make, then the restrictions imposed in the preceding paragraph and shall continue agree to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the not voluntarily make, any public announcement of the material news transfer or disposition, and (D) the occurrence of Selling Stockholder notifies the material eventUnderwriter, unless at least two business days prior to the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage proposed transfer or adoption, not more remote than first cousindisposition. (b) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer use, prior to the completion of the Underwriter’s distribution of Stock, any “free writing prospectus” (as defined in Rule 405405 of the Rules and Regulations), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter;. (c) To The Selling Stockholder shall deliver to the Underwriter prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-9W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person).

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter; provided, that the restrictions contained in this Section 7 . The foregoing sentence shall not apply to bona fide gifts of shares of any class of the Company’s capital stock, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned; provided that it shall be a condition to any such transfer that (i) registration of or sale to the Underwriter of any Common Stock pursuant to the Offering and this Agreement, (ii) distributions of shares of Common Stock to partners, members or stockholders of the Selling Stockholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling Stockholder, (v) transfers of shares of Common Stock by will or intestacy to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereof; provided, however, that in the case of transfers pursuant to clauses (ii), (iii), (iv) and (v) set forth above, such transferee donee agrees in writing with the Underwriter to be bound by the terms of this Section 7the lock-up letter agreement (including, confirms that hewithout limitation, she or it has been the restrictions set forth in compliance with the terms of Section 7 since preceding sentence) to the date of this Agreement and same extent as if the donee were a party hereto, (ii) no filing by any party (donor or donee) under the Exchange Act Act, shall be required or shall be voluntarily made reporting in connection with such transfer (other than a reduction in beneficial ownership of shares of common stock during the lockfiling on a Form 5, Schedule 13D or Schedule 13G (or 13D-up period, and that in the case of any exercise of any stock options pursuant to clause (viA or 13G-A) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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 made after the expiration of the Lock-Up Period), (iii) each party (donor or donee) shall not be required by law (including without limitation the Company announces that it will release earnings results during the 16-day period beginning on the last day disclosure requirements of the Lock-Up PeriodSecurities Act and the Exchange Act) to make, then the restrictions imposed in the preceding paragraph and shall continue agree to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the not voluntarily make, any public announcement of the material news transfer, and (iv) the undersigned notifies the Underwriter at least two business days prior to the proposed transfer. (b) That the Stock to be sold by the Selling Stockholder hereunder is subject to the interest of the Underwriter and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder, or the occurrence of the material any other event, unless the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. (bc) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter; (cd) To deliver to the Underwriter prior to the Delivery Date a properly completed and executed (i) certification of non-foreign status substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv) and (ii) United States Treasury Department Form W-9, together with all required attachments to such form.

Further Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) During the Lock-Up Period, not to, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company Company, or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter; providedBarclays Capital Inc., that the restrictions contained in this Section 7 shall not apply to (i) registration of or sale to the Underwriter of any Common Stock pursuant to the Offering and this Agreement, (ii) distributions of shares of Common Stock to partners, members or stockholders on behalf of the Selling Stockholder, Underwriters. (iiib) bona fide gifts, (iv) dispositions Prior to engaging in any trust, family limited partnership transaction or family limited liability company for the direct or indirect benefit of the Selling Stockholder and/or the immediate family of the Selling Stockholder, (v) transfers of shares of Common Stock by will or intestacy taking any other action that is subject to the Selling Stockholder’s immediate family or (vi) the exercise of any stock options on a “cashless” or “net exercise” basis in accordance with the terms thereof; provided, however, that in the case of transfers pursuant to clauses (ii), (iii), (iv) and (v) set forth above, such transferee agrees in writing with the Underwriter to be bound by the terms of this Section 7, confirms that he, she or it has been in compliance with the terms of Section 7 since 7(a) during the period from the date of this Agreement to and no filing by any party under including the Exchange Act shall be required or shall be voluntarily made reporting a reduction in beneficial ownership day of shares of common stock during the lock-up period, and that in the case of any exercise of any stock options pursuant to clause (vi) set forth above, the shares of Common Stock acquired upon such exercise shall be subject to the restrictions contained in this Section 7; notwithstanding the foregoing, if the Company should cease to have “actively traded securities,” as defined in Regulation M, and (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, it will give notice thereof to the Company announces and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph 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 the occurrence of the material event, unless the Underwriter waives such extension in writing. For purposes of this Section 7, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinPeriod has expired. (bc) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405405 under the Securities Act), relating to the Stock, other than written communications approved in advance by the Company and the Underwriter; (cd) To deliver to the Underwriter Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-9W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (e) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (f) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Stock.