Common use of Restriction on Sale of Securities by the Company Clause in Contracts

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (the “Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (1) the sale of Securities to the Underwriters as contemplated by this Agreement, (2) issuances of Lock-Up Securities pursuant to the conversion conversion, exchange or exchange redemption of convertible convertible, exchangeable or exchangeable redeemable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (3) grants of employee stock options or director stock options, restricted stock or restricted stock units other compensatory awards pursuant to the terms of a plan in effect on the date hereof and or otherwise described in the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise or vesting of such optionsoptions or other compensatory awards, provided that such options(4) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus, stock, units (5) issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan or the (6) issuances of Lock-Up Securities issued upon exercise thereof may not be transferred during as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up PeriodSecurities (and the inclusion of other Lock-Up Securities pursuant to the piggyback registration rights in existence on the date of this Agreement and described in the General Disclosure Package and Final Prospectus); provided, however, that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l)(A). The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriter, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representative, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, (1) grants of employee Awards (as such term is defined in the Laureate Education, Inc. 2013 Long-Term Incentive Plan), as amended, or director stock options, restricted stock or restricted stock units other equity-based awards pursuant to the terms of a plan in effect on the date hereof and as described in the General Disclosure Package or Package, (2) issuances of Lock-Up Securities pursuant to the exercise of such options, Awards; provided that such options, stock, units or the Lock-Up Securities issued upon are subject to terms of this provision, or (3) the exercise thereof may not be transferred during of any other employee stock options or the Lock-Up Periodvesting of other Awards outstanding on the date hereof as described in the General Disclosure Package. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriter, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act, (v) 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 Lock-Up Securities or (vvi) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for issuances (a) grants of stock options or other compensatory awards of Lock-Up Securities pursuant to or awards the conversion value of which is based in whole or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding part on the date hereof, grants value of employee or director stock options, restricted stock or restricted stock units Lock-Up Securities pursuant to the terms of a plan in effect on prior to the date hereof closing of the Offering and described in the General Disclosure Package or and the Final Prospectus, to individuals eligible to receive awards under such plan, (b) issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the exercise of any other employee stock options outstanding on the date hereof or the vesting or settlement of any other award granted pursuant to the plan described in the immediately preceding clause (a), (c) issuances of Lock-Up Securities issued upon exercise thereof may not as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 5% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be transferred during subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up PeriodPeriod and (d) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities, each as described in the General Disclosure Package and the Final Prospectus. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representatives, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units issuable pursuant to the terms of a plan the Management Agreement (as such terms are described in effect both the General Disclosure Package and the Final Prospectus), any Securities issued or issuable by the Company upon the exercise of an option or conversion of an LTIP Unit outstanding on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up LTIP Units, options or grants of restricted Securities pursuant under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus), the filing of a registration statement on Form S-8 to register any securities issued or issuable under the exercise Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not grant any person any registration or other similar rights to have any securities registered by the Company or any of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred its subsidiaries during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representative, with respect to its Securities Securities, any other shares of preferred stock of the Company or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without except with respect to (a) the prior written consent issuance of Credit Suisse the Offered Securities to be sold hereunder, (USAb) LLC any shares of Common Stock issued or issuable in connection with any acquisition, merger, consolidation or joint venture, (“Credit Suisse”), except for issuances of Lock-Up c) any Securities pursuant to issued or issuable by the conversion or exchange of convertible or exchangeable securities or Company upon the exercise of warrants an option or options or vesting conversion of restricted stock or restricted stock units, in each case an LTIP Unit outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, (d) issuances of options or grants of restricted securities under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus) or (e) the filing of a registration statement on Form S-8 to register any securities issued or issuable under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, except as contemplated in the immediately preceding sentence, the Company will not grant any person any registration or other similar rights to have any Lock-Up Securities pursuant to registered by the exercise Company or any of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing. The restrictions contained in the preceding paragraph shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (i) no transfer of Securities under such plan occurs during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Company Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Company Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Company Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Company Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Company Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Company Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Company Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse the Representatives; provided, that the foregoing shall not apply to (A) the issuance of Securities (USA) LLC (“Credit Suisse”), except for issuances to the holders of Lock-Up Securities common stock of Target pursuant to the conversion or exchange Merger Agreement; (B) the issuance of convertible or exchangeable securities or the exercise equity awards to holders of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units Target equity awards pursuant to the terms of a plan in effect on the date hereof and Merger Agreement, as described in the General Disclosure Package or issuances Package; (C) the issuance of Lockrestricted stock units and performance-Up based awards under the Company’s equity compensation plans and incentive retention plans, including any equity compensation plan and incentive retention plan assumed by the Company in connection with the Eclipsys Merger; (D) the issuance of Securities pursuant to the vesting or exercise of such optionsequity awards, provided that such options, stock, restricted stock units or performance based awards, including such awards issued as described in clauses (B) and (C); (E) the Lock-Up Arsenal Exchange, the Share Repurchase, the Contingent Repurchase (as defined in the Framework Agreement) and the issuance of Securities issued upon exercise thereof may not be transferred during pursuant to the Lock-Up PeriodFramework Agreement; and (F) the filing of any registration statement (x) on Form S-4 with respect to issuances pursuant to clause (A), Form S-8 or any successor forms thereto, or (y) relating solely to any of the Company’s or Target’s employee benefit plans. The Company Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) submit or file with the Commission a registration statement (other than any registration statement on Form S-8 or an amendment of any registration statement on Form S-8) under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriter, except for (a) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (b) grants of employee stock options or director stock optionsother compensatory awards of Lock-Up Securities, restricted stock awards settled in Lock-Up Securities or restricted stock units awards the value of which is based in whole or in part on the value of the Lock-Up Securities pursuant to the terms of a plan in effect on the date hereof and described in Talos Energy Inc. Long Term Incentive Plan (the General Disclosure Package or “LTIP”), (c) issuances of Lock-Up Securities pursuant to the exercise of such optionsemployee stock options or the vesting or settlement of any other award granted pursuant to the LTIP, (d) issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (I) such options, stock, units or plan does not provide for the transfer of Common Stock during the Lock-Up Securities issued upon exercise thereof Period and (II) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of its Common Stock may not be transferred made under such plan during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for the Lock-Up Securities to be issued by the Company in connection with the Contributions, issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Representatives with notice of any results, news, events or announcement described in clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, grants (y) the filing of employee or director stock optionsa registration statement on Form S-8 relating to, restricted stock or restricted stock units and the issuance and sale of Lock-Up Securities pursuant to to, the terms of a plan in effect on the date hereof and described in the General Disclosure Package or and the Final Prospectus, and (z) issuances of Lock-Up Securities pursuant to issued as consideration for the exercise acquisition of such optionsequity interests or assets of any person, provided that such options, stock, units or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued upon exercise thereof may not as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be transferred during subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) publicly file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriters, except for (a) the sale of the Offered Securities, (b) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or the (2) exercise of warrants or options or vesting of options, restricted stock units or restricted stock unitsother equity-based compensation, in each case outstanding on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, provided that the Company shall have caused each recipient of such Lock-Up Securities to have executed and delivered to the Underwriters a lock-up agreement, substantially in the form of Exhibit A hereto, prior to such conversion, exchange or exercise, (c) grants of employee or director stock options, restricted stock units or restricted stock units other equity-based compensation pursuant to the terms of a plan in effect on the date hereof and or agreement described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units Lock-Up Securities received upon such exercise or vesting are non-transferable for the remainder of the Lock-Up Securities Period, (d) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued upon exercise thereof may not be transferred pursuant to any equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (e) issuances by the Company of shares of its Common Stock or any securities convertible into or exchangeable or exercisable for shares of its Common Stock in connection with an acquisition, business combination or joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of the Common Stock issued pursuant to this clause (e) during the Lock-Up PeriodPeriod shall not exceed 10% of the total number of shares of Common Stock issued and outstanding on the First Closing Date and provided further, in the case of any issuances pursuant to this clause (e), the Company shall cause each recipient of shares of Common Stock to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse consents the Underwriters consent to in writing.

Restriction on Sale of Securities by the Company. (A) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock, or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Registration Statement on Form S-8 relating to equity awards issued or issuable pursuant to the plans described in the General Disclosure Package and the Final Prospectus, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock units or restricted stock units other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Periodawards. The Lock-Up Period will commence on the date hereof and continue for 60 one hundred and eighty (180) days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without except with respect to (a) the prior written consent issuance of Credit Suisse the Offered Securities to be sold hereunder, (USAb) LLC any Securities issued or issuable in connection with any acquisition, merger, consolidation or joint venture, (“Credit Suisse”), except for issuances of Lock-Up c) any Securities pursuant to issued or issuable by the conversion or exchange of convertible or exchangeable securities or Company upon the exercise of warrants an option or options or vesting conversion of restricted stock or restricted stock units, in each case an LTIP Unit outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, (d) issuances of Lock-Up options or grants of restricted Securities pursuant under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus) or (e) the filing of a registration statement on Form S-8 to register any securities issued or issuable under the exercise Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, except as contemplated in the immediately preceding sentence, the Company will not grant any person any registration or other similar rights to have any securities registered by the Company or any of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse Xxxxxx Xxxxxxx & Co. LLC consents to in writing. The restrictions contained in the preceding paragraph shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (i) no transfer of Securities under such plan occur during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Representatives with notice of any results, news, events or announcement described in clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereofhereof and (ii) the filing of a registration statement on Form S-8 relating to, grants and the issuance and sale of employee or director stock optionsLock-Up Securities pursuant to, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to and the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up PeriodFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (including the Underlying Shares) (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities the Representatives; provided, that the foregoing shall not apply to (USAA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereofhereof and as disclosed in the General Disclosure Package and the Final Prospectus, (B) grants of employee or director stock options, restricted stock or restricted stock units options pursuant to the terms of a plan in effect on the date hereof and described disclosed in the General Disclosure Package or and the Final Prospectus, (C) issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the (D) issuances of Lock-Up Securities pursuant to the Company’s employee stock purchase plan existing on the date of this Agreement, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an equity incentive plan, (F) the sale of Securities under this Agreement or (G) issuances of any Underlying Shares upon exercise thereof may not be transferred during conversion of the Lock-Up PeriodOffered Securities. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock, or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Registration Statement on Form S-8 relating to equity awards issued or issuable pursuant to the plans described in the General Disclosure Package and the Final Prospectus, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock units or restricted stock units other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Periodawards. The Lock-Up Period will commence on the date hereof and continue for 60 ninety (90) days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company Parties will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its the Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up PeriodLead Representatives. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Lead Representatives consent to in writing. The restrictions set forth in this Section 5(l) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and Ranger Units in connection with (x) the Reorganization Transactions, (y) the ESCO Acquisition (as defined in the Initial Registration Statement) and (z) the offering contemplated by this Agreement; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Ranger Units pursuant to the Amended and Restated Limited Liability Company Agreement of Ranger LLC, as described in the General Disclosure Package and the Final Prospectus, (D) grants of stock options or other compensatory awards of Lock-Up Securities or awards the value of which is based in whole or in part on the value of Lock-Up Securities pursuant to the terms of a plan in effect prior to the closing of the Offering and described in the General Disclosure Package and the Final Prospectus, to individuals eligible to receive awards under such plan; provided, however that such securities either do not vest or are not transferable except in accordance with the provisions of a lock-up agreement in substantially the form set forth on Exhibit C hereto (a “Lock-Up Agreement”), (E) issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof or the vesting or settlement of any other award granted pursuant to the plan described in the immediately preceding clause (D) (and subject to the proviso in such clause (D)), (F) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding immediately after the issuance and sale of Securities pursuant to the ESCO Acquisition and the Offered Securities pursuant to this Agreement and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period and (G) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of, Lock-Up Securities as described in the General Disclosure Package and the Final Prospectus.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on for (w) the date hereofSecurities to be sold hereunder, (x) grants of employee or director stock options, restricted stock or units and shares of restricted stock units pursuant to the terms of a plan in effect on the date hereof and as described in the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of any other employee stock options outstanding on the date hereof and as described in the General Disclosure Package and the Final Prospectus and (y) the issuance of shares of Class B common stock in exchange for outstanding preferred shares, and the automatic conversion of a portion of such optionsshares into shares of Securities, provided that such options, stock, units or as described in the Lock-Up Securities issued upon exercise thereof may not be transferred during General Disclosure Package and the Lock-Up PeriodFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension; provided, further, that the extensions of the initial Lock-Up Period pursuant to clauses (1) and (2) of this paragraph shall not apply so long as the Company is an “emerging growth company,” as that term is defined in the Jumpstart Our Business Startups Act. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions in this Section 5(m) shall not apply to (A) the filing of a registration statement on Form S-8 with respect to an employee stock plan described in the General Disclosure Package or (B) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the transactions described in clause (y) above, as consideration or partial consideration for acquisitions of businesses, in connection with the formation of joint ventures or to a lessor, provided that Securities issued pursuant to this clause (B) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(j) of this Agreement on or prior to such issurance.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to and (ii) the terms filing of a plan in effect registration statement on Form S-8 relating to, and the date hereof issuance and described in the General Disclosure Package or issuances sale of Lock-Up Securities pursuant to to, the exercise terms of such options, provided that such options, stock, units or a plan described in the Lock-Up Securities issued upon exercise thereof may not be transferred during Pricing Disclosure Package and the Lock-Up PeriodProspectus. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this agreement), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the Securities to be sold in this offering, (b) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (c) grants of employee or director stock options, restricted stock or restricted stock units other incentive compensation pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the Lock-Up vesting of restricted stock or (d) the issuance by the Company of its Securities issued upon exercise thereof may not or securities convertible or exchangeable into its Securities in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, for purposes of this clause (d), such issuances are limited to an amount equal to 5% of the total shares of the Securities outstanding immediately after the completion of the offering; provided further that recipients of such Securities agree to be transferred during bound by the Lock-Up Periodterms of the lockup letter in the form of Exhibit D hereto. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) submit or file with the Commission a registration statement (other than any registration statement on Form S-8 or an amendment of any registration statement on Form S-8) under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the Securities to be sold hereunder, (b) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, as described in the General Disclosure Package, (c) grants of employee stock options or director stock optionsother compensatory awards of Lock-Up Securities, restricted stock awards settled in Lock-Up Securities or restricted stock units awards the value of which is based in whole or in part on the value of the Lock-Up Securities pursuant to the terms of a plan in effect on the date hereof and Talos Energy Inc. Long Term Incentive Plan (the “LTIP”), as described in the General Disclosure Package or Package, (d) issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units employee stock options or the vesting or settlement of any other award granted pursuant to the LTIP, as described in the General Disclosure Package, (e) issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan, as described in the General Disclosure Package, (f) sales of Lock-Up Securities in accordance with the Company’s established trading plan pursuant to Rule 10b5-1 under the Exchange Act, (g) issuances of Lock-Up Securities as contemplated by the Acquisition Agreement to QuarterNorth stockholders and (h) issuances of Lock-Up Securities issued upon exercise thereof may not be transferred during as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up PeriodSecurities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(k). The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)LLC, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, except, in each case outstanding on the date hereofcase, grants of employee or director stock options, restricted stock or restricted stock notional units to employees, directors or contractors pursuant to the terms of a any plan in effect on as of the date hereof and described in the General Disclosure Package or Closing Date, issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the exercise of any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities issued upon exercise thereof may not be transferred during pursuant to the Lock-Up PeriodCompany’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated waive, in writing, such extension. The Company will provide Credit Suisse (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 one hundred eighty (180) days after the date hereof or such earlier date that Credit Suisse consents to in writing. The restrictions contained in the preceding paragraph shall not apply to (a) the Company Securities to be issued or sold hereunder; (b) the issuance by the Company of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or described in the General Disclosure Package and the Final Prospectus; (c) the issuance by the Company of any options or warrants pursuant to any employee equity incentive plan or share ownership plan existing on the date hereof or described in the General Disclosure Package and the Final Prospectus; (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee equity incentive plan or share ownership plan existing on the date hereof or described in the General Disclosure Package and the Final Prospectus; (e) the transfer of Common Shares or any securities convertible into or exchangeable for Common Shares pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Common Shares, involving a Change of Control (as defined below) after the completion of the offering of the Offered Securities, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Shares or any securities convertible into or exchangeable for Common Shares shall remain subject to the restrictions contained in the preceding paragraph; or (f) the sale or issuance of or entry into an agreement to sell or issue Common Shares or securities convertible into or exercisable for Common Shares in connection with any (i) mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) joint ventures, (iv) strategic alliances, commercial relationships or other collaborations, (v) the assumption of employee benefit plans in connection with mergers or acquisitions, or (vi) the filing of a Registration Statement with respect to any of the foregoing; provided that the aggregate number of Common Shares or securities convertible into or exercisable for Common Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (f) shall not exceed 10% of the total number of Common Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for share splits, share dividends and other similar events after the date hereof); and provided further that each recipient of Common Shares or securities convertible into or exercisable for Common Stock pursuant to this clause (f) shall, on or prior to such issuance, execute a lock-up letter in substantially the form of Exhibit B hereto with respect to the remaining portion of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the sale of the Offered Securities, (b) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or the (2) exercise of warrants or options or vesting of options, restricted stock units or restricted stock unitsother equity-based compensation, in each case outstanding on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; provided that the Company shall have caused each recipient of such Lock-Up Securities to have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (c) grants of employee or director stock options, restricted stock units or restricted stock units other equity-based compensation pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units Lock-Up Securities received upon such exercise or vesting are non-transferable for the remainder of the Lock-Up Securities Period, (d) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued upon exercise thereof may not be transferred pursuant to any equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (e) issuances by the Company of shares of its Common Stock or any securities convertible into or exchangeable or exercisable for shares of its Common Stock in connection with an acquisition, business combination or joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of the Common Stock issued pursuant to this clause (e) during the Lock-Up PeriodPeriod shall not exceed 10% of the total number of shares of Common Stock issued and outstanding on the First Closing Date and provided further, in the case of any issuances pursuant to this clause (e), the Company shall cause each recipient of shares of Common Stock to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representatives, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without except with respect to the prior written consent issuance of Credit Suisse the Offered Securities (USA) LLC (“Credit Suisse”)to be sold hereunder, except for issuances the issuance of Lock-Up the Securities issuable pursuant to the conversion or exchange Investment and Securityholders’ Agreement dated as of convertible or exchangeable securities or September 24, 2012, as amended by the exercise First Amendment to Investment and Securityholders’ Agreement dated as of warrants or options or vesting of restricted stock or restricted stock unitsApril 22, in each case outstanding on the date hereof2013, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and as described in the General Disclosure Package and the Final Prospectus, any Securities issued or issuances of Lock-Up Securities pursuant to issuable by the Company upon the exercise of an option or conversion of an LTIP Unit outstanding on the date hereof and referred to in both the General Disclosure Package and the Final Prospectus, issuances of options or grants of restricted Securities under the Company Incentive Plan (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plan (as such plan is described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension; provided, further, however, that the foregoing proviso shall not be applicable so long as the Company is an Emerging Growth Company. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Lock- Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereofhereof and described in the General Disclosure Package, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the sale of the Offered Securities, (b) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or the (2) exercise of warrants or options or vesting of options, restricted stock units or restricted stock unitsother equity-based compensation, in each case outstanding on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; provided that the Company shall have caused each recipient of such Lock-Up Securities to have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (c) grants of employee or director stock options, restricted stock units or restricted stock units other equity-based compensation pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units Lock-Up Securities received upon such exercise or vesting are non-transferable for the remainder of the Lock-Up Securities Period, (d) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued upon exercise thereof may not be transferred pursuant to any equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (e) issuances by the Company of shares of its Common Stock or any securities convertible into or exchangeable or exercisable for shares of its Common Stock in connection with an acquisition, business combination or joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of the Common Stock issued pursuant to this clause (e) during the Lock-Up PeriodPeriod shall not exceed 10% of the total number of shares of Common Stock issued and outstanding on the Closing Date and provided further, in the case of any issuances pursuant to this clause (e), the Company shall cause each recipient of shares of Common Stock to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) submit or file with the Commission a registration statement (other than any registration statement on Form S-8 or an amendment of any registration statement on Form S-8) under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities the Underwriter except (USAa) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (b) grants of employee stock options or director stock optionsother compensatory awards of Lock-Up Securities, restricted stock awards settled in Lock-Up Securities or restricted stock units awards the value of which is based in whole or in part on the value of the Lock-Up Securities pursuant to the terms of a plan in effect on the date hereof and described in Talos Energy Inc. Long Term Incentive Plan (the General Disclosure Package or “LTIP”), (c) issuances of Lock-Up Securities pursuant to the exercise of such optionsemployee stock options or the vesting or settlement of any other award granted pursuant to the LTIP, (d) issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of common stock of the Company, provided that (I) such options, stock, units or plan does not provide for the transfer of common stock of the Company during the Lock-Up Securities issued upon exercise thereof Period and (II) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of its common stock may not be transferred made under such plan during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in (ii) the General Disclosure Package or issuances filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to to, the exercise terms of such options, provided that such options, stock, units or a plan described in the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up PeriodGeneral Disclosure Package. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Representatives with notice of any results, news, events or announcement described in clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options options, or vesting of restricted stock or issuable pursuant to restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or options and restricted stock units and purchases of shares pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or hereof, including an employee stock purchase plan, issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 ninety (90) days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this paragraph (k) will lapse immediately upon termination of this Agreement pursuant to Section 9.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representative, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, (1) grants of employee Awards (as such term is defined in the Laureate Education, Inc. 2013 Long-Term Incentive Plan), as amended, or director stock options, restricted stock or restricted stock units other equity-based awards pursuant to the terms of a plan in effect on the date hereof and as described in the General Disclosure Package or Package, (2) issuances of Lock-Up Securities pursuant to the exercise of such options, Awards; provided that such options, stock, units or the Lock-Up Securities issued upon are subject to terms of this provision, (3) the exercise thereof may not be transferred during of any other employee stock options or the Lock-Up Periodvesting of other Awards outstanding on the date hereof as described in the General Disclosure Package or (4) the Share Repurchase as contemplated hereunder. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for issuances (A) grants of awards to purchase Lock-Up Securities Securities, or issuing Lock-Up Securities, pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan benefit plans in effect on the date hereof and described in the General Disclosure Package and the Final Prospectus or (B) issuances of Lock-Up Securities pursuant to the exercise exercise, conversion or exchange of such optionsconvertible or exchangeable securities outstanding as of the date of this Agreement; provided further, that this provision will not restrict the Company from issuing shares of Lock-Up Securities, which in the aggregate shall not exceed 5% of the outstanding shares of the Securities as of the date of this Agreement, as consideration in connection with collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that (x) any such optionsissuance shall only be to a person or entity (or to the equityholders of such entity) which is, stockitself or through its subsidiaries, units an operating company or an owner of an asset in a business synergistic with the business of the Company or any of the Subsidiaries and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (y) the recipient of any such Lock-Up Securities issued upon exercise thereof may not shall agree in writing to be transferred during bound by the Lock-Up Periodterms of this Section 5(m). The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension; ; provided, further, that such extension shall not apply if (A) the Company's securities are "actively traded securities" (as defined in Regulation M of the Exchange Act, (B) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (C) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock­up Period (before giving effect to such extension). The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representatives, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units issuable pursuant to the terms of a plan the Management Agreement (as such terms are described in effect both the General Disclosure Package and the Final Prospectus), any Securities issued or issuable by the Company upon the exercise of an option or conversion of an LTIP Unit outstanding on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up LTIP Units, options or grants of restricted Securities pursuant under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus), the filing of a registration statement on Form S-8 to register any securities issued or issuable under the exercise Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not grant any person any registration or other similar rights to have any securities registered by the Company or any of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred its subsidiaries during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, grants (y) the filing of employee or director stock optionsa registration statement on Form S-8 relating to, restricted stock or restricted stock units and the issuance and sale of Lock-Up Securities pursuant to to, the terms of a plan in effect on the date hereof and described in the General Disclosure Package or and the Final Prospectus, and (z) issuances of Lock-Up Securities pursuant to issued as consideration for the exercise acquisition of such optionsequity interests or assets of any person, provided that such options, stock, units or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued upon exercise thereof may not as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be transferred during subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into into, exchangeable, exercisable or exchangeable or exercisable settled for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this Agreement), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the Offered Securities to be sold in this offering, (b) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (c) grants of employee or director stock options, restricted stock or restricted stock units other incentive compensation pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the Lock-Up Securities issued upon exercise thereof may not vesting of restricted stock or (d) the issuance by the Company of Common Stock or securities convertible or exchangeable into or settled for Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, for purposes of this clause (d), such issuances are limited to an amount equal to 5% of the total shares of the Common Stock outstanding immediately after the completion of the offering; provided further that recipients of such Common Stock agree to be transferred during bound by the Lock-Up Periodterms of the lockup letter in the form of Exhibit B hereto. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, Securities (other than any registration statements on Form S-8 relating to securities that have been or may be issued pursuant to clause (B) below or amendments thereto) or (vi) publicly disclose the intention to take any such action, without without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representative, except for (A) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, hereof or (B) grants of employee or director stock options, restricted stock or restricted stock units options in the ordinary course of business pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that . The foregoing restrictions shall apply regardless of whether any such options, stock, units or aforementioned transaction is to be settled by delivery of the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Periodor such other securities, in cash or otherwise. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company and CPE Resources will not, not directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (other than a post-effective amendment to the Registration Statement on Form S-3 registering the resale of Securities by members of CPE Resources, which resale shall be subject to the requirements of this Section 5(b)(iv)), or publicly disclose the intention to take any such action, without without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)and Xxxxxx Xxxxxxx & Co. Incorporated, except for (A) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (B) grants, offers, sales, or issuances of Securities (including, without limitation, grants of employee restricted Securities) or director stock options, restricted stock or restricted stock units options to acquire Securities pursuant to the terms of a an employee benefit plan in effect on the date hereof and described in the General Disclosure Package or hereof, (C) issuances of Lock-Up Securities pursuant to the exercise of such options, (D) the filing of any registration statement on Form S-8 relating to securities described in clauses (A), (B) or (C) above or any other securities eligible to be covered by a Form S-8, and (E) offers, sales and issuances of up to 15% of the Securities outstanding at the time of the issuance as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures; provided that such options, stock, units or the Lock-Up Securities so issued upon exercise thereof may not be transferred during as contemplated in Section 5(b)(iv)E are subject to the Lockterms of an agreement having substantially the same terms as the lock-Up Periodup letters described in Section 7(h) of this Agreement. The Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. Incorporated consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereofhereof and as disclosed in the General Disclosure Package, grants of employee or director stock options, restricted stock or restricted stock units options pursuant to the terms of a plan in effect on the date hereof and described disclosed in the General Disclosure Package or Package, issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company Parties will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its the Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up PeriodLead Representatives. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Lead Representatives consent to in writing. The restrictions set forth in this Section 5(l) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and Ranger Units in connection with (x) the Reorganization Transactions, (y) the ESCO Acquisition and (z) the offering contemplated by this Agreement; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Ranger Units pursuant to the Amended and Restated Limited Liability Company Agreement of Ranger LLC, as described in the General Disclosure Package and the Final Prospectus, (D) grants of stock options or other compensatory awards of Lock-Up Securities or awards the value of which is based in whole or in part on the value of Lock-Up Securities pursuant to the terms of a plan in effect prior to the closing of the Offering and described in the General Disclosure Package and the Final Prospectus, to individuals eligible to receive awards under such plan; provided, however that such securities either do not vest or are not transferable except in accordance with the provisions of a lock-up agreement in substantially the form set forth on Exhibit C hereto (a “Lock-Up Agreement”), (E) issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof or the vesting or settlement of any other award granted pursuant to the plan described in the immediately preceding clause (D) (and subject to the proviso in such clause (D)), (F) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding immediately after the issuance and sale of Securities pursuant to the ESCO Acquisition and the Offered Securities pursuant to this Agreement and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period and (G) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of, Lock-Up Securities as described in the General Disclosure Package and the Final Prospectus.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units options pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Representatives with notice of any results, news, events or announcement described in clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the sale of the Offered Securities, (b) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or the (2) exercise of warrants or options or vesting of options, restricted stock units or restricted stock unitsother equity-based compensation, in each case outstanding on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; provided that the Company shall have caused each recipient of such Lock-Up Securities to have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (c) grants of employee or director stock options, restricted stock units or restricted stock units other equity-based compensation pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units Lock-Up Securities received upon such exercise or vesting are non-transferable for the remainder of the Lock-Up Securities Period, (d) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued upon exercise thereof may not be transferred pursuant to any equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (e) issuances by the Company of shares of its Common Stock or any securities convertible into or exchangeable or exercisable for shares of its Common Stock in connection with an acquisition, business combination or joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of the Common Stock issued pursuant to this clause (e) during the Lock-Up PeriodPeriod shall not exceed 10% of the total number of shares of Common Stock issued and outstanding on the First Closing Date and provided further, in the case of any issuances pursuant to this clause (e), the Company shall cause each recipient of shares of Common Stock to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into into, exchangeable, exercisable or exchangeable or exercisable settled for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this Agreement), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriter, except for (a) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (b) grants of employee or director stock options, restricted stock or restricted stock units other incentive compensation pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the Lock-Up vesting of restricted stock or (c) the issuance by the Company of its Securities issued upon exercise thereof may not or securities convertible or exchangeable into its Securities in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, for purposes of this clause (c), such issuances are limited to an amount equal to 5% of the total shares of the Securities outstanding immediately after the completion of the offering; provided further that recipients of such Securities agree to be transferred during bound by the Lock-Up Periodterms of the lockup letter in the form of Exhibit D hereto. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing; provided, however, that, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Underwriter waives, in writing, such extension. The Company will provide the Underwriter with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC ("Xxxxxx Xxxxxxx"), with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or issuable by the Company upon the exercise of warrants an option or options or vesting conversion of restricted stock or restricted stock units, in each case an LTIP Unit outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities pursuant to under the exercise of Company Incentive Plans (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse Xxxxxx Xxxxxxx consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period, or pursuant to a private placement exempt from registration under the Act to the Seller in connection with the Pending Acquisition (as such terms are defined in the General Disclosure Package) as described in the General Disclosure Package. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representatives, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion or exchange issuance of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsOffered Securities to be sold hereunder, in each case outstanding on connection with the date hereofregistration of the resale of the Securities by the Registration Rights Agreement dated as of September 24, grants of employee or director stock options2012 by and among the Company, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof EMG Holdings, L.P. and Blackstone Tactical Opportunities EARN Holdings, L.L.C., as described in the General Disclosure Package and the Final Prospectus, any Securities issued or issuances of Lock-Up Securities pursuant to issuable by the Company upon the exercise of an option or conversion of an LTIP Unit outstanding on the date hereof and referred to in both the General Disclosure Package and the Final Prospectus, issuances of options or grants of restricted Securities under the Company Incentive Plan (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plan (as such plan is described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension; provided, further, however, that the foregoing proviso shall not be applicable so long as the Company is an Emerging Growth Company. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with or confidentially submit to the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)Barclays, except for (1) the sale of Securities to the Underwriters as contemplated by this Agreement, (2) the issuance of Securities in connection with the Reorganization Transactions, (3) issuances of Lock-Up Securities pursuant to the conversion conversion, exchange or exchange redemption of convertible convertible, exchangeable or exchangeable redeemable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (4) grants of employee stock options or director stock options, restricted stock or restricted stock units other compensatory awards pursuant to the terms of a plan in effect on the date hereof and or otherwise described in the General Disclosure Package and the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such optionsoptions or other compensatory awards, provided that such options, stock, units or (5) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities issued upon exercise thereof may not pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus and (6) issuances of Lock-Up Securities as consideration for the acquisition of equity interests or assets of any person, or the acquisition by the Company by any other manner of any business, properties, assets or persons, in one transaction or a series of related transactions, or the confidential submission of a registration statement relating to such Lock-Up Securities (and the inclusion of other Lock-Up Securities pursuant to piggyback registration rights in existence on the date of this Agreement and described in the General Disclosure Package and Final Prospectus), provided that (x) no more than an aggregate of [•]% of the number of shares of the Company’s capital stock outstanding immediately after the issuance and sale of the Offered Securities pursuant to this Agreement are issued, and (y) prior to the issuance of such shares of the Company’s Securities, each recipient of such Securities agrees in writing to be transferred during subject to the “lock-up” described in this Section 5(k)(i) for the remaining term of the Lock-Up Period. If the Company is required to confidentially submit a registration statement with the Commission in connection with an action described in clause (6) above, the Company shall provide the Representatives with notice of such confidential submission at least three business days prior to such confidential submission. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse Barclays consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the sale of the Offered Securities, (b) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or the (2) exercise of warrants or options or vesting of options, restricted stock units or restricted stock unitsother equity-based compensation, in each case outstanding on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; provided that the Company shall have caused each recipient of such Lock-Up Securities to have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (c) grants of employee or director stock options, restricted stock units or restricted stock units other equity-based compensation pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units Lock-Up Securities received upon such exercise or vesting are non-transferable for the remainder of the Lock-Up Securities Period, (d) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued upon exercise thereof may not be transferred pursuant to any equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (e) issuances by the Company of shares of its Common Stock or any securities convertible into or exchangeable or exercisable for shares of its Common Stock in connection with an acquisition, business combination or joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of the Common Stock issued pursuant to this clause (e) during the Lock-Up PeriodPeriod shall not exceed 10% of the total number of shares of Common Stock issued and outstanding on the First Closing Date and provided further, in the case of any issuances pursuant to this clause (e), the Company shall cause each recipient of shares of Common Stock to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse the Representatives, except that the foregoing clauses (i) – (v) shall not apply with respect to: (a) any offer or sale of the Firm Securities or the Optional Securities (USA) LLC (“Credit Suisse”and the filing of any registration statement, prospectus or prospectus supplement with respect thereto), except for issuances (b) issuance of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereofhereof or issued pursuant to the following clause (c), grants (c) grant of employee or director stock options, restricted stock or stock, restricted stock units or other equity awards to its employees and directors pursuant to the terms of a plan in effect on the date hereof and described disclosed in the General Disclosure Package Package, (d) the filing of a registration statement or issuances prospectus supplement in compliance with the request of any person who has the right, as of the date hereof, to require the Company to file such registration statement or prospectus supplement, (e) issuance of Lock-Up Securities in connection with any bona fide acquisition of assets, businesses or companies and filing of any S-4 in connection therewith, and (f) the filing of any registration statement on Form S-8, provided, that no disposition of Lock-Up Securities pursuant to clauses (d) or (e) will take place in the exercise of period commencing on the date hereof and continuing for 15 days after the date hereof or such options, provided earlier date that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up PeriodRepresentatives consent to in writing. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents to in writing. The Company will provide the Representative with notice of any results, news, events or announcement described in clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse the Representatives; [provided, however, that the foregoing restrictions shall not apply to (a) the Offered Securities, (b) the issuance by the Company of Securities (USA) LLC (“Credit Suisse”), except for issuances upon the exercise or vesting of Lock-Up Securities pursuant to an option or restricted stock unit or the conversion or exchange of convertible or exchangeable securities or the exercise outstanding as of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof this Agreement and described in the General Disclosure Package or issuances Final Prospectus, (c) the issuance by the Company of Lock-Up Securities pursuant to the exercise Company’s stock plans that are described in the Final Prospectus, (d) the issuance by the Company of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such Securities pursuant to any such agreement, or (ii) the Company’s joint ventures, equipment leasing arrangements, debt financings, commercial relationships and other strategic transactions, provided that the aggregate number of Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5% of the total number of Securities outstanding immediately following the completion of the transactions contemplated by this Agreement, or (e) the filing of any registration statement on Form S-8 relating to Securities granted or to be transferred during granted pursuant to the LockCompany’s stock plans that are described in the Final Prospectus or any assumed employee benefit plan contemplated by clause (d); and provided further, that in the case of clauses (b) through (d), (i) each recipient of such Securities shall execute and deliver to you, on or prior to the issuance of such Securities, a lock-Up Periodup agreement substantially to the effect set forth in Exhibit A hereto and (ii) the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such Securities, which the Company agrees it will not waive or amend without the prior written consent of the Representatives. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this Agreement), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (b) grants of employee or director stock options, restricted stock or restricted stock units other incentive compensation pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the Lock-Up vesting of restricted stock or (c) the issuance by the Company of its Securities issued upon exercise thereof may not or securities convertible or exchangeable into its Securities in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, for purposes of this clause (c), such issuances are limited to an amount equal to 5% of the total shares of the Securities outstanding immediately after the completion of the offering; provided further that recipients of such Securities agree to be transferred during bound by the Lock-Up Periodterms of the lockup letter in the form of Exhibit E hereto. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)LLC, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, except, in each case outstanding on the date hereofcase, grants of employee or director stock options, restricted stock or restricted stock notional units to employees, directors or contractors pursuant to the terms of a any plan in effect on as of the date hereof and described in the General Disclosure Package or Closing Date, issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the exercise of any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities issued upon exercise thereof may not be transferred during pursuant to the Lock-Up PeriodCompany’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated waive, in writing, such extension. The Company will provide Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (a) the sale of the Offered Securities, (b) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or the (2) exercise of warrants or options or vesting of options, restricted stock units or restricted stock unitsother equity-based compensation, in each case outstanding on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; provided that the Company shall have caused each recipient of such Lock-Up Securities listed on Exhibit D to have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (c) grants of employee or director stock options, restricted stock units or restricted other equity-based compensation or issuances pursuant to an employee stock units purchase plan, in each pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or issuances of Lock-Up Securities pursuant to the exercise of such optionsoptions or the settlement of such restricted stock units, provided that such options, stock, units Lock-Up Securities received upon such exercise or vesting by a person listed on Exhibit D are non-transferable for the remainder of the Lock-Up Securities Period, (d) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued upon exercise thereof may not be transferred pursuant to any equity compensation plan described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (e) issuances by the Company of shares of its Common Stock or any securities convertible into or exchangeable or exercisable for shares of its Common Stock in connection with an acquisition, business combination or joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of the Common Stock issued pursuant to this clause (e) during the Lock-Up PeriodPeriod shall not exceed 10% of the total number of shares of Common Stock issued and outstanding on the Closing Date and provided further, in the case of any issuances pursuant to this clause (e), the Company shall cause each recipient of shares of Common Stock to execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for issuances (A) grants of awards to purchase Lock-Up Securities Securities, or issuing Lock-Up Securities, pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan benefit plans in effect on the date hereof and described in the General Disclosure Package and the Final Prospectus or (B) issuances of Lock-Up Securities pursuant to the exercise exercise, conversion or exchange of such optionsconvertible or exchangeable securities outstanding as of the date of this Agreement; provided further, that this provision will not restrict the Company from issuing shares of Lock-Up Securities, which in the aggregate shall not exceed 5% of the outstanding shares of the Securities as of the date of this Agreement, as consideration in connection with collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that (x) any such optionsissuance shall only be to a person or entity (or to the equityholders of such entity) which is, stockitself or through its subsidiaries, units an operating company or an owner of an asset in a business synergistic with the business of the Company or any of the Subsidiaries and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (y) the recipient of any such Lock-Up Securities issued upon exercise thereof may not shall agree in writing to be transferred during bound by the Lock-Up Periodterms of this Section 5(m). The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representatives, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units issuable pursuant to the terms of a plan the Management Agreement (as such terms are described in effect both the General Disclosure Package and the Final Prospectus), any Securities issued or issuable by the Company upon the exercise of an option or conversion of an LTIP Unit outstanding on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus), the filing of a registration statement on Form S-8 to register any securities issued or issuable under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus), or the filing of a resale shelf registration statement no earlier than the 60th day from the date hereof (or no earlier than the business day immediately preceding such 60th day if such 60th day is a legal holiday or is not a business day) pursuant to the exercise Company’s obligations under a registration rights agreement, dated August 17, 2007, by and between the Company and the other parties thereto, solely with respect to 3,080,563 shares of the Company’s outstanding Securities that are held by the Manager, EMG, VC Investments L.L.C., Vranos GRAT No. 1, three Xxxxxxxxx-managed funds, and one of the Company’s independent directors, none of which, for the avoidance of doubt, may be sold under such options, provided that such options, stock, units or resale shelf registration statement during the Lock-Up Period (other than the 120,000 shares of the Company’s outstanding Securities issued upon exercise thereof that are held by New Xxxxxxxxx Partners LP, which may be sold after 60 days from the date hereof subject to the terms and conditions of the lock-up letter that New Xxxxxxxxx Partners LP delivered to the Underwriters on or prior to the date hereof). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Shares or any securities convertible into or exchangeable or exercisable for any of its Securities Common Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) lend or otherwise transfer the Lock-Up Securities, (vi) file or confidentially submit with the Commission SEC a registration statement under the Securities Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse BofA Securities, Inc. and X.X. Xxxxxx Securities (USA) LLC (“Credit Suisse”)and prior notification to Itau BBA USA Securities, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsInc., in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and whether any such transaction described in the General Disclosure Package or issuances (i) to (v) above is to be settled by delivery of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during or such other securities, in cash or otherwise, except for issuances pursuant to the Lock-Up Periodsale of Common Shares to the Underwriters. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents BofA Securities, Inc. and X.X. Xxxxxx Securities LLC consent to in writing. In addition, the Company acknowledges and agrees that the foregoing precludes the Company from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition (whether by the undersigned or someone other than the Company) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of or other securities, in cash or otherwise. The Company further confirms that it has furnished BofA Securities, Inc. and X.X. Xxxxxx Securities LLC with the details of any transaction the Company, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Section 6(k)(A) if it had been entered into by the Company during the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, Securities (other than any registration statements on Form S-8 relating to securities that have been or may be issued pursuant to clause (B) below or amendments thereto) or (vi) publicly disclose the intention to take any such action, without without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representative, except for (A) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (B) grants of employee or director stock options, restricted stock or restricted stock units options pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that (C) sales of up to [•] shares of Securities at the permission of the Company by certain of the Company’s existing and former employees as shall be designated by the Company or (D) issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan. The foregoing restrictions shall apply regardless of whether any such options, stock, units or aforementioned transaction is to be settled by delivery of the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Periodor such other securities, in cash or otherwise. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriter, except for issuances grants of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of stock options, stock awards, restricted stock or stock, restricted stock units, in each case outstanding on or other equity awards and the date hereof, grants issuance of employee or director stock options, restricted shares of stock or restricted securities convertible into or exercisable or exchangeable for shares of stock units (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, and directors pursuant to the terms of a the Company’s equity compensation plan in effect on the date hereof and described in the Registration Statement and the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up PeriodPackage. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) amend, modify or change the terms of any warrants to acquire Common Stock outstanding on the date hereof, (ii) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiiii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiiv) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vvi) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Placement Agent, except for issuances (A) grants of awards to purchase Lock-Up Securities Securities, or issuing Lock-Up Securities, pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan benefit plans in effect on the date hereof and described in the General Disclosure Package and the Final Prospectus or (B) issuances of Lock-Up Securities pursuant to the exercise exercise, conversion or exchange of such optionsconvertible or exchangeable securities outstanding as of the date of this Agreement; provided further, that this provision will not restrict the Company from issuing shares of Lock-Up Securities, which in the aggregate shall not exceed 5% of the outstanding shares of the Securities as of the date of this Agreement, as consideration in connection with collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that (x) any such optionsissuance shall only be to a person or entity (or to the equityholders of such entity) which is, stockitself or through its subsidiaries, units an operating company or an owner of an asset in a business synergistic with the business of the Company or any of the Subsidiaries and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (y) the recipient of any such Lock-Up Securities issued upon exercise thereof may not shall agree in writing to be transferred during bound by the Lock-Up Periodterms of this Section 4(m). The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse the Placement Agent consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Placement Agent waives, in writing, such extension; provided, further, that such extension shall not apply if (A) the Company’s securities are “actively traded securities” (as defined in Regulation M of the Exchange Act, (B) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (C) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Placement Agent during the 15 days before or after the last day of the Lockup Period (before giving effect to such extension). The Company will provide the Placement Agent with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representative, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or issuable by the Company upon the exercise of warrants an option or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms conversion of a long term incentive plan in effect unit outstanding on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities pursuant to under the exercise of Company Incentive Plan (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plan (as such plan is described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, other than a registration statement on Form S-8, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for (A) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of warrants, options, restricted stock or restricted stock units, in each case outstanding on the date hereofhereof and described in the General Disclosure Package, (B) grants of employee or director stock securities (including without limitation, options, restricted stock or restricted stock units units) convertible into, or exercisable for, Securities pursuant to the terms of a plan in effect on the date hereof and or other equity compensation arrangement described in the General Disclosure Package or issuances the issuance of Lock-Up Securities pursuant to the exercise of such options, or (C) the issuance of up to 5% of the total number of Securities then outstanding in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of another entity, or a joint venture with another entity, provided that such options, stock, units or the each recipient of any Lock-Up Securities issued upon exercise thereof or sold pursuant to clause (C) above executes and delivers to the Representatives prior to such issuance or sale (as the case may not be transferred during be) an agreement having substantially the Locksame terms as the lock-Up Periodup agreements described in Section 7(i) hereof. The Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (other than a registration statement on Form S-8), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or securities, the exercise of warrants or options or vesting the settlement of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock options or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such optionsoptions or settlement of restricted stock units, provided that such optionsoptions or restricted stock units, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Representatives, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, (1) grants of employee Awards (as such term is defined in the Laureate Education, Inc. 2013 Long-Term Incentive Plan), as amended, or director stock options, restricted stock or restricted stock units other equity-based awards pursuant to the terms of a plan in effect on the date hereof and as described in the General Disclosure Package or Package, (2) issuances of Lock-Up Securities pursuant to the exercise of such options, Awards; provided that such options, stock, units or the Lock-Up Securities issued upon are subject to terms of this provision, or (3) the exercise thereof may not be transferred during of any other employee stock options or the Lock-Up Periodvesting of other Awards outstanding on the date hereof as described in the General Disclosure Package. The Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that Credit Suisse consents the Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into into, exchangeable, exercisable or exchangeable or exercisable settled for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this Agreement), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”)the Underwriter, except for (a) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock unitsoptions, in each case outstanding on the date hereof, (b) grants of employee or director stock options, restricted stock or restricted stock units other incentive compensation pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package hereof, or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units options or the Lock-Up vesting of restricted stock or (c) the issuance by the Company of its Securities issued upon exercise thereof may not or securities convertible or exchangeable into its Securities in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, for purposes of this clause (c), such issuances are limited to an amount equal to 5% of the total shares of the Securities outstanding immediately after the completion of the offering; provided further that recipients of such Securities agree to be transferred during bound by the Lock-Up Periodterms of the lockup letter in the form of Exhibit D hereto. The initial Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse the Underwriter consents to in writing. Notwithstanding the foregoing, nothing in this Section 5(k) shall restrict the Company from purchasing Lock-Up Securities on the open market.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or issuable by the Company upon the exercise of warrants an option or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms conversion of a long term incentive plan in effect unit outstanding on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities pursuant to under the exercise of Company Incentive Plan (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plan (as such plan is described in both the General Disclosure Package and the Final Prospectus). In addition, except as contemplated in the immediately preceding sentence, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 30 days after the date hereof or such earlier date that Credit Suisse Xxxxxx Xxxxxxx & Co. LLC consents to in writing. The restrictions contained in the preceding paragraph shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (i) no transfer of Securities under such plan occur during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of UBS Securities LLC ("UBS"), with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or issuable by the Company upon the exercise of warrants an option or options or vesting conversion of restricted stock or restricted stock units, in each case an LTIP Unit outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities pursuant to under the exercise of Company Incentive Plans (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse UBS consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Company Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Company Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Company Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Company Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Company Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Company Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Company Lock-Up Securities, Securities or (vi) publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse X.X. Xxxxxx Securities (USA) LLC (“Credit Suisse”)LLC, except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units (A) awards pursuant to the terms of a plan any equity compensation plans in effect on the date hereof and described or as otherwise disclosed in the General Disclosure Package or Package; provided that any such awards and the underlying Company Lock-Up Securities issued to any individual listed on Schedule D hereto shall remain subject to the terms of the lock-up letters signed by such individuals, (B) issuances of Company Lock-Up Securities pursuant to the exercise or vesting of such options, provided that such options, stock, units awards or the Lockexercise or vesting of any other employee or director equity awards outstanding on the date hereof or granted in accordance with clause (A), (C) the filing of any registration statement on Form S-8 relating to any such equity award plans or employee benefit plans disclosed in the General Disclosure Package or (D) issuances of Securities in connection with any strategic acquisition, amalgamation, merger or other transaction to which the Company may become party up to a maximum number of shares in the aggregate equal to 10% of the Company’s Securities outstanding; provided that, for the purposes of this clause (D), each recipient of any such Securities shall sign a lock-Up up letter substantially in the form of Exhibit A hereto and any such Securities issued upon exercise thereof may not be transferred during shall remain subject to the Company Lock-Up Period. The Company Lock-Up Period will commence on the date hereof and continue for 60 53 days after the date hereof or such earlier date that Credit Suisse X.X. Xxxxxx Securities LLC consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of Credit Suisse Securities (USA) LLC ("Credit Suisse"), with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or issuable by the Company upon the exercise of warrants an option or options or vesting conversion of restricted stock or restricted stock units, in each case an LTIP Unit outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities pursuant to under the exercise of Company Incentive Plans (as such options, provided that such options, stock, units plans are described in both the General Disclosure Package and the Final Prospectus) or the Lock-Up Securities filing of a registration statement on Form S-8 to register any securities issued upon exercise thereof may or issuable under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus). In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 45 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions actions, without the prior written consent of the Representative, with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose announce the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant with respect to the conversion issuance of the Offered Securities to be sold hereunder, any Securities issued or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units issuable pursuant to the terms of a plan the Management Agreement (as such terms are described in effect both the General Disclosure Package and the Final Prospectus), any Securities issued or issuable by the Company upon the exercise of an option or conversion of an LTIP Unit outstanding on the date hereof and described referred to in both the General Disclosure Package or and the Final Prospectus, issuances of Lock-Up options or grants of restricted Securities under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus), the filing of a registration statement on Form S-8 to register any securities issued or issuable under the Company Incentive Plans (as such plans are described in both the General Disclosure Package and the Final Prospectus), or the filing of a resale shelf registration statement no earlier than the 60th day from the date hereof (or no earlier than the business day immediately preceding such 60th day if such 60th day is a legal holiday or is not a business day) pursuant to the exercise Company’s obligations under a registration rights agreement, dated August 17, 2007, by and between the Company and the other parties thereto, solely with respect to 3,091,620 shares of the Company’s outstanding Securities that are held by the Manager, EMG Holdings, L.P., Vranos GRAT No. 1, three Xxxxxxxxx-managed funds and one of the Company’s independent directors, none of which, for the avoidance of doubt, may be sold under such options, provided that such options, stock, units or resale shelf registration statement during the Lock-Up Securities issued upon exercise thereof may Period. In addition, the Company will not be transferred grant any person any registration or other similar rights to have any securities registered by the Company or any of its subsidiaries during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that Credit Suisse the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.