Common use of Restriction on Sale of Common Stock Clause in Contracts

Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a period of [ ] · days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding , (F) any post-effective amendment to the foregoingRegistration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, if: [(1G) during the last 17 days of such [ ]-day period issuance by the Company issues an earnings release or material news or a material event relating of shares of Common Stock pursuant to the Company occurs; Merger Agreement, or (2H) the issuance by the Company of any shares of Common Stock as consideration for any other strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in an acquisition under this clause (j) 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 eventH).]

Restriction on Sale of Common Stock. [During a period of [ ] · days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, or (G) the issuance by the Company of any shares of Common Stock as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with such an acquisition under this clause (G). Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]·-day period the Company issues releases earnings results in an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such [ ] day ·-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such ·-day period or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]·-day period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance release of Company’s the earnings release results or the occurrence of the material news or material event.]

Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto thereto, or (E) any shares of Common Stock issued to directors in lieu of directors’ ' fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a period The Company, on behalf of [ ] days from the date of the Prospectusitself and any successor entity, the Company will notagrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) directly or indirectly, 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 purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any share capital stock of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or file cause to be filed any registration statement under with the 1933 Act with respect Commission relating to the offering of any shares of capital stock of the foregoing Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iiiii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of capital stock of the Common StockCompany, whether any such swap or transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in this Section 5(k) shall not apply to (Ai) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued to be sold hereunder or the issuance of the Representative’s Warrant, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an a stock option or warrant or the conversion of a security outstanding on the date hereof and referred hereof, hereafter issued pursuant to the Company’s currently existing or hereafter adopted equity compensation plans or employment or consulting agreements or arrangements of which the Representatives has been advised in writing or which have been filed with the Prospectus, and any registration related thereto, Commission or (Ciii) any the issuance by the Company of stock options or shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans capital stock of the Company referred to in the Prospectus, and under any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock currently existing or hereafter adopted equity compensation plan or dividend reinvestment plan, and any registration related thereto employment/consulting agreements or (E) any shares arrangements of Common Stock issued to directors in lieu the Company or upon exercise of directors’ fees, and any registration related theretothe Representative’s Warrant. Notwithstanding the foregoing, if: but only to the extent that the rules of FINRA relating to the following extensions (1or any successor rules) are applicable to the Company and in effect, and only if the Company loses its status as an Emerging Growth Company, if (i) during the last 17 days of such [ ]-day period the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (2ii) prior to the expiration of such [ ] day periodthe Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]-day periodthe Lock-Up Period, the restrictions imposed in by this clause (jSection 5(k) 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 such material news or material event, as applicable, unless the Representatives waive, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that the Company meets the applicable requirements under Rule 139 of the Securities Act and the Company’s Common Stock is actively traded as defined in Regulation M of the Exchange Act.]

Restriction on Sale of Common Stock. [During a period (a) Except as provided in this Section 3 and in Section 7.4 of [ ] days the SPA, for six months from the date of the Prospectusthis Agreement, the Company will Shareholders shall not, without the prior written consent of the Representatives, directly or indirectly: (i) directly or indirectly, offer, pledgeoffer for sale, 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 pledge or otherwise transfer or dispose of (or enter into any share 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 of uSell, or any other securities of uSell convertible into or exercisable or exchangeable for any shares of such Common Stock which are owned as of the date of this Agreement. The Common Stock shall include, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned or any Affiliate in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and shares that may be issued upon exercise of any options or warrants, securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement shares deliverable pursuant to restricted stock units. The word “Affiliates” shall have the meaning contained in Rule 12b-2 under the 1933 Securities Exchange Act with respect to any of the foregoing or 1934; (ii) enter into any swap or any other agreement or any derivatives transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence benefits or risks of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. ; or (iii) publicly disclose the intention to do any of the foregoing. (b) The foregoing sentence restrictions on the actions set forth in Section 3(a) above shall not apply to to: (Ai) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares transfers of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of as a security outstanding on the date hereof and referred bona fide gift to in the Prospectus, and any registration related thereto, immediate family members; (Cii) any shares transfers of Common Stock issued to any trust, partnership, limited liability company or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans other entity for the direct or employee indirect benefit plans of the Company referred to in the Prospectus, and any registration related thereto, Shareholder or any Family Members of any Shareholder; (Diii) any shares transfers of Common Stock issued to any beneficiary of the undersigned pursuant to any non-employee director stock plan a will, trust instrument or dividend reinvestment plan, and any registration related thereto other testamentary document or applicable laws of descent; (Eiv) any shares transfers of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day period the Company issues an earnings release or material news or a material event relating to the Company occursuSell; or (2v) transfers of Common Stock to any Affiliate; provided that, in the case of any transfer or distribution pursuant to clause (i), (ii), (iii) or (v) above, each donee, distributee or transferee (any, a “Transferee”) shall sign and deliver to uSell, prior to such transfer, an agreement substantially in the expiration form of such [ ] day periodthis Section 3. For purposes of this Agreement, “Family Member” has the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during meaning in Rule 701 under the 16-day-period beginning on the last day Securities Act of such [ ]-day period, 1933. In order to effectuate the restrictions imposed contained in this clause Section 3, uSell and its transfer agent on its behalf are hereby authorized (ji) shall continue to apply until decline to make any transfer of securities if such transfer would constitute a violation or breach of this Section 3 and (ii) to imprint on any certificate representing shares a legend describing the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventrestrictions contained herein.]

Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto[ or][,] (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related theretoregistration. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462 (d) under the 1933 Act, or (G) the issuance by the Company of any shares of Common Stock as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection (l) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection (l) from each recipient of shares of Common Stock issued in connection with such an acquisition under this clause (G). Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day period the Company issues releases earnings results in an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such [ ] day ]-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such [ ]-day period or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (jl) shall continue to apply until the expiration of the 18-day period beginning on the issuance release of the Company’s earnings release results or the occurrence of the material news or material event.]

Restriction on Sale of Common Stock. [During a period of [ [______] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ [______]-day 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 such [ [______] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ [______]-day period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a the period of [ ] beginning from the date hereof and continuing to and including the date 60 days from after the date of the ProspectusFinal Prospectus (the initial “Lock-Up Period”), the Company will notagrees not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Offered Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of Common Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the Underwriter’s prior written consent of consent. Notwithstanding the Representativesforegoing, the Company may (i) directly issue and sell capital stock or indirectlysecurities convertible into or exchangeable for capital stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan in effect on the date hereof that is described in the Registration Statement, (ii) issue capital stock issuable upon the conversion of securities outstanding on the date hereof or the exercise of warrants outstanding on the date hereof and described in the Registration Statement, (iii) file a registration statement with the Commission, or file a prospectus supplement relating to an effective registration statement, in respect of the Company’s 2.75% Senior Convertible Debentures due 2027 (the “Convertible Debentures”) outstanding and any Common Stock into which the Convertible Debentures are convertible and (iv) 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in partof, directly or indirectly, shares of capital stock in connection with an acquisition (whether through merger, share purchase, share exchange or otherwise) of a company, division, business or assets or strategic transactions, provided, that no registration statement is filed and no amendment or prospectus supplement relating to an effective registration statement is filed, with respect to such shares, prior to and including the economic consequence of ownership date that is 30 days after the date of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Final Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a For the period of [ ] days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its Common Stock (“Lock-Up Securities”): (1) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (2) offer, sell, issue, contract to sell, or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (ii3) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (4) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the Exchange Act or (5) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or in each case publicly disclose the intention to take any such swap or transaction described in clause action, without the prior written consent of Credit Suisse Securities (USA) LLC, except for (i) or the offer and sale of the Shares, (ii) above is the filing of a registration statement on Form S-4 relating to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock that may be issued by in connection with an acquisition of another entity not in excess of a specified percentage of the Company’s issued and outstanding shares of Common Stock as of the date hereof set forth in a letter agreement dated as of the date hereof, between the Company upon and the exercise Representative and subject to any terms and conditions in such agreement, (iii) the filing of a registration statement on Form S-8 relating to the registration of shares of Common Stock that may be issued pursuant to equity plans described in the General Disclosure Package, (iv) grants of employee stock options or other equity-based awards pursuant to the terms of an option or warrant or the conversion of a security outstanding equity compensation plan in effect on the date hereof and referred described in the General Disclosure Package (including without limitation each such equity compensation plan listed as an exhibit to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2009) or issuances of Lock-Up Securities pursuant to the exercise of such options or other awards and (v) issuances pursuant to the exercise of the equity appreciation instrument issued to the FDIC in connection with the Acquisition. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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 eventwriting.]

Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto[ or][,] (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related theretothereto [or (F) any shares of Common Stock issued pursuant to the Merger Agreement]. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a period of [ ] · days from the date of the Prospectus, the Company will not, and will not publicly disclose the intention to, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding , (F) any post-effective amendment to the foregoingRegistration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, if: or [(1G) during the last 17 days of such [ ]-day period issuance by the Company issues of any shares of Common Stock as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an earnings release or material news or a material event relating to amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company occurs; or (2) does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in an acquisition under this clause (j) 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 eventG).]

Restriction on Sale of Common Stock. [During a period of [ ] 90 days from the date of the ProspectusClosing Time, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, the shares of the Company's Common Stock, $0.001 par value, to be sold under the Purchase Agreement dated the date hereof between the Company and Merrxxx Xxxcx, xxe Company's LYONx xxx 2019, the Company's LYONx xxx 2020 and shares issued upon conversion of any of the foregoing LYONx, (BX) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, plan and any registration related thereto or (E) any shares of Common Stock issued pursuant to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day period acquisition consummated pursuant to an agreement executed by 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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 eventClosing Time.]

Restriction on Sale of Common Stock. [During a period of [ ] 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesCitigroup Global Markets Inc., (i) directly or indirectly, 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 for the sale of, or otherwise transfer or dispose of or transfer any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, or cause to be filed, any registration statement or prospectus under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, Prospectus or (D) any shares of the Common Stock issued or to be issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common the purchase agreement dated the date hereof with respect to the Concurrent Stock issued to directors in lieu of directors’ fees, and any registration related theretoOffering. Notwithstanding the foregoing, if: if (1) during the last 17 days of such [ ]-day the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (2) prior to the expiration of such [ ] the 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]-day the 90-day restricted period, the restrictions imposed in this clause (j) 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 Citigroup Global Markets Inc. waive, in writing, such extension.]

Restriction on Sale of Common Stock. [During a period of [ ] 60 days from the date of the ProspectusOffering Memorandum, the Company will not, without the prior written consent of the RepresentativesInitial Purchaser, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, or to the following: (Bi) any transaction involving, including any repurchase, redemption or conversion of, the Notes or the Company’s 0.875% Senior Convertible Notes due 2013; (ii) any transaction involving any repurchase, redemption or conversion of the Preferred Stock; (iii) the exercise by executive officers and directors of the Company of outstanding options, warrants or other rights to purchase Common Stock, up to in the aggregate 500,000 shares of Common Stock, and the sale by such persons of the shares of such Common Stock; (iv) the issuance by the Company to its employees or directors of any options, warrants or other rights to purchase Common Stock or other equity awards in shares of Common Stock issued under any of the Company’s equity incentive or compensation plans; (v) transactions in Common Stock by executive officers and directors of the Company effected under any of the Company’s retirement, savings, deferred compensation or excess benefit plans; (vi) the acquisition of Common Stock by directors of the Company, either through (A) the deferral of retainer fees paid or payable to such directors pursuant to the Company’s stated director compensation policies and procedures, or (B) payments to such directors in shares of Common Stock from any of the Company’s deferred compensation plans, which payments arose from previously deferred director retainer fees; (vii) the purchase by the Company upon of call options, and the exercise sale by the Company of an option warrants, each in connection with convertible note hedge transactions that were entered into in connection with the sale of the Company’s 0.875% Senior Convertible Notes due 2013, and any transactions in the Company’s securities contemplated by such call options or warrant or warrants; (viii) the conversion vesting of a security shares of Common Stock pursuant to awards of restricted stock that were outstanding on the date hereof and referred to in of this Agreement, including the Prospectus, and any registration related thereto, (C) any shares sale of Common Stock issued or options subject to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans such awards by the recipient of the Company referred restricted stock award solely to in the Prospectus, and make estimated income tax payments with respect thereto; and (ix) any registration related thereto, statement filed with the SEC (DA) any shares of Common Stock on Form S-8 with respect to securities to be issued pursuant to any non-employee director stock benefit plan (as defined in Rule 405 under the 1933 Act) and (B) on Form S-4 with respect to any business combination or dividend reinvestment plan, and any registration related thereto or (E) any shares other acquisition of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) 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 eventanother business.]

Restriction on Sale of Common Stock. [During a period of [ ] 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxxx Xxxxx and Credit Suisse, on behalf of the RepresentativesUnderwriters, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any nonlong-employee director stock term incentive plan or dividend reinvestment planreferred to in the Registration Statement, the General Disclosure Package and any registration related thereto or the Prospectus, (E) the filing of a registration statement on Form S-8 relating to any long-term incentive plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (F) up to [·] shares of Common Stock issued or options to directors purchase up to [·] shares of Common Stock granted in lieu of directors’ fees, and any registration related thereto. Notwithstanding connection with the foregoing, if: (1) during the last 17 days of such [ ]-day period acquisition by the Company issues an earnings release or material news any of its subsidiaries of the securities, business, property or a material event relating other assets of another person or entity or pursuant to any plan assumed by the Company in connection with such acquisition; provided, however, that the person or entity to whom such Common Stock are issued shall be subject to the Company occurs; or (2) prior to the expiration of such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed set forth in this clause (j) 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 eventSection 3(i).]

Restriction on Sale of Common Stock. [During a the period of [ ] days from and including the date of this Agreement through and including the Prospectus90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesMerrill Lynch, (i) directly or indirectly, offer, pledge, sellselx, contract to xxxxrxxx xo sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or for the sale of, or lend or otherwise transfer or dispose of or transfer any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file or request or demand the filing of any registration statement under the 1933 Act with respect to any of the foregoing or cause or permit the registration, sale or other transfer of any of the foregoing pursuant to any registration statement which the Company has filed or may hereafter file under the 1933 Act (except that up to 6,991,888 shares of Common Stock which the Company has previously issued to acquire other businesses as described in the Prospectus under "Shares Eligible for Future Sale" may be transferred by the holders thereof pursuant to the First, Second or Third Shelf Registration Statement, subject, in the case of the SFC Shares, to the lock-up agreements referred to in Section 1(a)(xxvi) hereof), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the any Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) the issuance of up to 1,000,000 shares (subject to adjustment for any Common Stock splits, Common Stock dividends, Common Stock combinations or similar events) of Common Stock to acquire other businesses so long as those shares are issued directly to the stockholders or other owners of those businesses and, prior to the issuance of any such shares, each recipient of any such shares executes and delivers to the Representatives an agreement in substantially the form of Exhibit C hereto, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 90th day after the date of this Agreement, or (E) the issuance of the Notes and the shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) shall continue to apply until the expiration issuable upon conversion of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventNotes.]

Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the The Company will notcovenants with each Underwriter that, without the prior written consent of the RepresentativesRepresentatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 45 days after the date of the Prospectus (the “Restricted Period”), (i1) directly or indirectly, 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 purchase, lend, or otherwise transfer or dispose of of, directly or indirectly, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing Stock, or (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (i) 1 or (ii) 2 above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the foregoing sentence shall not apply to (A) the registration and sale of Securities Shares to be sold hereunder, (B) the issuance by the Company of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in each of the Time of Sale Prospectus and referred to in the Prospectus, and any registration related thereto, (C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or 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 no transfer of Common Stock may be made under such plan during the Restricted Period, (D) the filing by the Company of a registration statement on Form S-8 or a successor form thereto in respect of any shares of Common Stock issued or options to purchase any securities convertible into or exercisable or exchangeable for Common Stock (i) issued under or granted pursuant to existing dividend reinvestment stock plans disclosed in the Time of Sale Prospectus or (ii) issued under or granted pursuant to the Company’s UK Employee Share Incentive Plan, (E) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for Common Stock in connection with the acquisition by the Company or its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plans plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, (F) the entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement provided that in the case of clauses (E) and (F), the aggregate number of shares of Common Stock or any security convertible into or exercisable for Common Stock shall not exceed 5% of the Company referred to in the Prospectus, and any registration related thereto, (D) any total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, or (G) grants of stock options, stock awards, restricted stock, or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options, the vesting of restricted stock units, or otherwise) to employees, officers, directors, advisors, or consultants of the Company (i) pursuant to the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus or (ii) pursuant to any non-employee new plan that becomes effective after the date hereof for the purpose of granting retention, incentive, replacement or inducement awards, provided that the Company shall cause each newly appointed director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days executive officer that is a recipient of such [ ]-day period securities to enter into a lock-up Agreement substantially in the Company issues an earnings release or material news or a material event relating to form of Exhibit C covering the Company occurs; or (2) prior to the expiration of such [ ] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (j) shall continue to apply until the expiration remainder of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventRestricted Period.]

Restriction on Sale of Common Stock. [During a period of [ ] 90 days from the date of the Prospectus, the Company and the Guarantors will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: if (1) during the last 17 days of such [ ]-day the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (2) prior to the expiration of such [ ] the 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]-day the 90-day restricted period, the restrictions imposed in this clause (j) 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.]

Restriction on Sale of Common Stock. [During a period of [ ] · days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, [(G) the issuance by the Company of shares of Common Stock pursuant to the Merger Agreement, or (H) the issuance by the Company of any shares of Common Stock as consideration for any other strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with such an acquisition under this clause (H). Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]·-day period the Company issues releases earnings results in an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such [ ] day ·-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such ·-day period or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]·-day period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance release of Company’s the earnings release results or the occurrence of the material news or material event.]

Restriction on Sale of Common Stock. [During a period of [ [__] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ [___]-day 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 such [ [__] day period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day-period beginning on the last day of such [ [__]-day period, the restrictions imposed in this clause (j) 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.]