Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required securities issued by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued Company in connection with mergers the acquisition by the Company or acquisitions any of businessesits subsidiaries of the securities, entitiesbusiness, property or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or acquisition, (F) securities issued by the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, Company in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing(G) the filing of a registration statement on Form S-8; provided thathowever, in that securities issued by the case of Company pursuant to clauses (E) and (F) shall be subject to the restrictions set forth in this Section 3(i); provided, (1) further, that that securities issued by the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable Company pursuant to clauses (E) and (F) may not exceed, in the exercise of any options issued in connection withaggregate, all such transactions does not exceed 510% of the aggregate number of Company’s shares of Common Stock capital stock outstanding immediately following the offering completion of the Securities pursuant to transactions contemplated by this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Agreement.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersMxxxxxx Lxxxx and Barclays, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued issuable by the Company (1) upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and or the Prospectus or (2) in connection with the LTIP Units referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (BC) any shares of Common Stock issued or options or warrants to purchase Common Stock granted pursuant to employee existing benefit plans or stock purchase programs of the Company referred to in the Registration Statement, the General Disclosure Package and or the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and or the Prospectus, (DE) the filing of a registration statement on Form S-8 any Common Stock, securities exercisable or other appropriate formsconvertible into, or exchangeable for, Common Stock, and any amendments thereto, as required by the 1933 Act, relating derivative securities with respect to the which Common Stock or other equity-based securities issuable pursuant is a reference security, in each case in connection with (1) any of the “pending acquisitions” referred to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and or the Prospectus, or (E2) any acquisition of or merger or consolidation with a nonaffiliated entity by the Company or any of its affiliates where the Company or such affiliate is the acquiring or surviving entity involving less than 10% of the total outstanding shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assetsimmediately following the Closing Time, (including the filing F) any shares of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed Common Stock issuable in exchange of one Class B Unit owned by the Company Selling Shareholder in each of Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC, or (G) any Common Stock or securities exercisable or convertible into, or exchangeable for, Common Stock issuable in connection with any such merger financing transactions (1) involving Luxor Capital Group, LP or acquisition any of its affiliates referred to in the Registration Statement, the General Disclosure Package or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common StockProspectus, in each case, in connection with joint ventures, commercial relationships as described under the heading “The Recent and Pending Acquisitions – The Cetera Financings – The Luxor Financings,” or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E2) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5involving less than 10% of the aggregate number of total outstanding shares of Common Stock outstanding immediately following the offering Closing Time. The first sentence of this Section 3(i) also shall not to the filing of any registration statement under the 1933 Act in respect of any of the Securities pursuant securities referred to this Agreement and in clauses (2A) the recipient of any such restricted stock awardsthrough (G), shares of Common Stockinclusive, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)next preceding sentence.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and Deutsche Bank, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or equity awards granted pursuant to any employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock securities granted or other equity-based securities issuable to be granted pursuant to any employee benefit plans of the Company’s equity or other incentive plans or employee stock purchase plans described Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares preferred securities of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock preferred securities of the Company or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any preferred securities of the Common StockCompany, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock preferred securities of the Company or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock preferred securities issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares preferred securities of Common Stock the Company issued or options to purchase Common Stock any preferred securities of the Company granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares preferred securities of Common Stock the Company issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (DE) any preferred securities of the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by Company transferred in order to comply with the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to ownership limitations set forth in the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)charter.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, and will not publicly disclose an intention to, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or other equity awards covering Common Stock, in either case, granted pursuant to employee benefit plans plans, including employee stock purchase plans, of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition Prospectus or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Initial Securities at the Closing Time pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will notneither Transaction Entity will, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including, without limitation, OP Units) or submit or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or the shares of Common Stock in the Concurrent iStar Placement, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion or exchange of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock, OP Units, LTIP Units, dividend equivalent rights or other equity based awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company), (D) OP Units, in the aggregate not to exceed 15% of the number of OP Units outstanding, issued in connection with the acquisition of property or assets, or (E) any shares of Common Stock issued pursuant to any non-employee director stock share plan or dividend distribution reinvestment plan referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including without limitation OP Units, or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Stock, OP Units, LTIP Units, dividend equivalent rights or other equity-based awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus), (CD) any additional shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity Forward Sale Agreement or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock any OP Units issued in connection with mergers or acquisitions the acquisition of businesses, entities, property or other assets, (including the filing in an amount not to exceed an aggregate of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 510% of the aggregate number of shares of Common Stock OP Units outstanding immediately following the offering as of the Securities pursuant to completion of the purchases contemplated by this Agreement and (2including any Option Securities), provided that the recipients of the OP Units agree in writing (upon substantially the terms set forth in the Lock Up Agreement attached hereto as Exhibit C) the recipient not to sell, offer, dispose of or otherwise transfer any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to OP Units during the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end remainder of the 30-day restricted period provided for in this Section 3(h)without the prior written consent of the Representative.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Class A Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Class A Common Stock issued or issued, options to purchase Class A Common Stock or other equity incentive awards granted pursuant to existing employee benefit benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Class A Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 Prospectus or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Class A Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed an Election of Exchange made under the Exchange Agreement dated February 2, 2018 by the Company in connection with any such merger or acquisition or (F) the issuance holders of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Class B Common Stock outstanding immediately following and who are not the offering of Selling Stockholder and have rights to make an exchange under the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Exchange Agreement.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersEvercore and Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the Company filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the register shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or terms of a stock option, stock bonus, employee stock purchase plans or other stock incentive plan or arrangement described or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and (EF) and any shares of Common Stock issued in connection with mergers any joint venture, commercial or acquisitions collaborative relationship or the acquisition or license by the Company of businessesthe securities, entitiesbusiness, property or other assetsassets of another person or entity; provided, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stockhowever, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, that in the case of clauses (E) and clause (F), (1) the aggregate number of restricted stock awards or such shares of Common Stock, as applicable, issued Stock shall not in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not aggregate exceed 5% of the aggregate number of Company’s outstanding shares of Common Stock outstanding immediately following on a fully-diluted basis after giving effect to the offering sale of the Securities pursuant contemplated by this Agreement. If Evercore and Xxxxx, in their sole discretion, agrees to this Agreement release or waive the restrictions set forth in a lock-up agreement described in Section 5(k) hereof for an officer or director of the Company and (2) provides the recipient Company with notice of any such restricted stock awardsthe impending release or waiver at least three business days before the effective date of the release or waiver, shares of Common Stock, options the Company agrees to announce the impending release or other securities shall execute and deliver to the Underwriters an agreement waiver by a press release substantially in the form of Exhibit A B hereto for through a major news service at least two business days before the period from effective date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)release or waiver.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options options, restricted stock or other stock-based awards to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by that relates to employee benefit plans of the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans Company described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (EF) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock issued in connection with any mergers or acquisitions acquisition of securities, businesses, entities, property or other assets, (including provided that the filing of a registration statement on Form S-4 Company may sell or other appropriate form with respect thereto) issue or agree to sell or issue pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or this clause (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 510% of the aggregate total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of such shares pursuant to this Agreement and clause (2F) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement or make a confidential submission under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectus outstanding on the date hereof, (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition Prospectus or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Securities at the Closing Time pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)B hereto.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBarclays and Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery the issuance and allotment of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock acquire Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 Prospectus or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares the entry into an agreement providing for the issuance by the Company of Common Stock issued Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with mergers the acquisition by the Company or acquisitions any of businessesits subsidiaries of the securities, entitiesbusiness, property or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) entity or pursuant to any an employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) acquisition, and the issuance of shares of Common Stock, of restricted stock awards or of options any such securities pursuant to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financingany such agreement; provided that, that in the case of clauses this clause (E) and (F), (1) the aggregate number of restricted stock awards Ordinary Shares that the Company may sell or shares of Common Stock, as applicable, issued in connection with, issue or issuable agree to sell or issue pursuant to the exercise of any options issued in connection with, all such transactions does this clause (E) shall not exceed 5% of the aggregate total number of shares of Common Stock Ordinary Shares (on an as-converted and as-exercised basis) issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further that each recipient of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant to this Agreement and clause (2E) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement or make a confidential submission under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition Prospectus or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Initial Securities at the Closing Time pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 45 days from the date of the Prospectus, neither the Company will notCompany, the Selling Shareholder or NAB will, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number exchanges of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, for shares of Non-Voting Common Stock, options or other securities shall execute and deliver to par value $0.01 per share, issued by the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Company.

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the UnderwritersRBC, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including without limitation OP Units, or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, Stock whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Stock, OP Units, LTIP Units, dividend equivalent rights or other equity-based awards, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock OP Units issued in connection with mergers or acquisitions the acquisition of businesses, entities, property or other assets, (including the filing in an amount not to exceed an aggregate of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 510% of the aggregate number of shares of Common Stock OP Units outstanding immediately following the offering as of the Securities pursuant to completion of the purchases contemplated by this Agreement and (2including any Option Securities), provided that the recipients of the OP Units agree in writing (upon substantially the terms set forth in the Lock Up Agreement attached hereto as Exhibit C) the recipient not to sell, offer, dispose of or otherwise transfer any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to OP Units during the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end remainder of the 30-day restricted period provided for in this Section 3(h)without the prior written consent of RBC.

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options options, restricted stock or other stock-based awards to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by that relates to employee benefit plans of the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans Company described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (EF) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock issued in connection with any mergers or acquisitions acquisition of securities, businesses, entities, property or other assets, (including provided that the filing of a registration statement on Form S-4 Company may sell or other appropriate form with respect thereto) issue or agree to sell or issue pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or this clause (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 510% of the aggregate total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of such shares pursuant to this Agreement and clause (2F) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options options, restricted stock or other stock-based awards to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by that relates to employee benefit plans of the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans Company described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (EF) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock issued in connection with any mergers or acquisitions acquisition of securities, businesses, entities, property or other assets, (including provided that the filing of a registration statement on Form S-4 Company may sell or other appropriate form with respect thereto) issue or agree to sell or issue pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or this clause (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 510% of the aggregate total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of such shares pursuant to this Agreement and clause (2F) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant warrant, settlement of a restricted stock unit or the conversion or redemption of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock Stock, or other equity-based awards, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms(F) the issuance of, and any amendments theretoagreement to issue or any public disclosure of the intent to issue, as required by the 1933 Act, relating to the shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) including securities convertible into shares of Common Stock issued Stock) in connection with mergers (i) the acquisition by the Company or acquisitions any of its subsidiaries of the securities, businesses, entities, property properties or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (Fii) the issuance of shares of Common Stockmergers, of restricted stock awards or of options to purchase shares of Common Stockconsolidations, in each case, in connection with joint ventures, strategic transactions or other commercial relationships (including issuances to current or other strategic transactions, partnerships with experts prospective customers or other talent to develop or provide content, equipment leasing arrangements or debt financingpartners); provided that, in the case of clauses (E) and this clause (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock (or securities convertible into shares of Common Stock) issued in all such acquisitions and transactions shall not exceed 5.0% of the total issued and outstanding shares of Common Stock of the Company immediately following prior to the public offering of the Securities pursuant to this Agreement contemplated hereby and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock (or securities convertible into shares of Common Stock) pursuant to this clause (F) shall, options on or other securities shall prior to such issuance, execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option, warrant, or vesting of an option or warrant any restricted stock units, or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to described in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to any non-existing employee director stock plan benefit plans or dividend reinvestment plan referred to equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing any shares of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock issued, options to purchase shares of Common Stock granted, or other equity-based securities issuable restricted stock units covering shares of Common Stock granted pursuant to the Company’s equity any non-employee director stock plan or other incentive plans or employee stock purchase plans dividend reinvestment plan described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing by the Company of a registration statement on Form S-4 S-8 or other appropriate any successor form thereto with respect thereto) or pursuant to the registration of securities to be offered under any employee benefit plan assumed by or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other securities issued in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number merger, (2) acquisition of restricted stock awards securities, businesses, properties or shares of Common Stockother assets, as applicable(3) joint venture or (4) strategic alliance or relationship; provided, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 10.0% of the total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement and (2) Securities; provided further that the recipient of any such restricted stock awards, shares of Common StockStock or securities issued pursuant to clauses (B), options or other securities (C), (D) and (F) during the 180-day restricted period shall execute and deliver to the Underwriters an Representatives, on or prior to the issuance of such securities, a lock-up agreement substantially in the form of set forth in Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA and GS, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant other equity award or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) the filing of any registration statement on Form S-8 relating to any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing any shares of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) including securities convertible into shares of Common Stock issued Stock) in connection with mergers the acquisition by the Company or acquisitions any of its subsidiaries of the securities, businesses, entities, property properties or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance any shares of Common Stock or other securities (including securities convertible into shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, ) in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock issued in all such acquisitions and transactions does not exceed 7.5% of the outstanding immediately shares of Common Stock of the Company following the offering of the Securities pursuant to this Agreement and (2) the recipient any recipients of any such restricted stock awards, shares of Common Stock, options or other securities Stock shall execute and deliver to the Underwriters an a “lock-up” agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder (including the issuance of the Pre-Funded Warrants and Warrant Shares), (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or vesting exercise by delivery of already-owned shares of Common Stock) of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to any non-employee director stock compensation plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating a successor form thereto with respect to the registration of securities to be offered under any plans or programs referred to in clauses (C) and (D) above and (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions any (1) merger, (2) acquisition of securities, businesses, entities, property properties or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint venture or (F4) the issuance of shares of Common Stockstrategic alliance or relationship; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 10.0% of the total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement and (2) Securities; provided further that the recipient of any such restricted stock awards, shares of Common StockStock or securities issued pursuant to clauses (B), options or other securities (C), (D) and (F) during the 60-day restricted period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for with respect to (and not in excess of) the period from date of such agreement until the end of the 3060-day restricted period and only if such recipient did not previously enter into such an agreement with the Representatives. Notwithstanding the foregoing, the Company may effect sales pursuant to the Sales Agreement, by and among the Company, SVB Securities and Cantor Xxxxxxxxxx & Co, dated March 25, 2021, as amended on February 15, 2023, provided that (X) the Company notifies the Representatives prior to effecting any sales and (Y) no sales shall be made for in this Section 3(h)a period of 30 days from the date of the Prospectus.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, FBR and Xxxxx Fargo, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, the Formation Transactions and the Company’s concurrent private placement (including as defined in the filing of a registration statement on Form S-4 or other appropriate form with respect theretoProspectus) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (FG) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following transferred in order to comply with the offering ownership limitations set forth in Article VI of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Company’s charter.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, neither the Company will notCompany, the Selling Shareholder or NAB will, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number exchanges of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, for shares of Non-Voting Common Stock, options or other securities shall execute and deliver to par value $0.01 per share, issued by the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Company.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersMerrill Lynch, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sellcontraxx xx xexx, sell xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or the transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, ; (C) any shares of Common Stock issued pursuant Stock, options to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing purchase shares of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable awards issued or granted pursuant to existing employee benefit plans of the Company’s equity Company or other incentive plans employee or non-employee stock purchase plans described director compensation arrangements or agreements referred to in the Registration Statement, the General Disclosure Package and the Prospectus, ; (ED) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger acquisition by the Company; (E) any shares of Common Stock or acquisition any securities convertible into or exercisable or exchangeable for Common Stock issued by the Company in connection with any business arrangement or agreement in furtherance of the Company's business; and (F) the sale and issuance of shares of Common Stock, Stock to new directors of restricted stock awards or of options to purchase shares of Common Stock, in each case, the Company in connection with joint ventures, commercial relationships their election or other strategic transactions, partnerships with experts or other talent appointment to develop or provide content, equipment leasing arrangements or debt financingthe board of directors of the Company; provided that, in the case of clauses (D), (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the each recipient of any such restricted stock awardssecurities, shares of Common Stockprior to such issuance by the Company, options or other securities shall execute and deliver to the Underwriters signs an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)C hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including without limitation OP Units, or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock, OP Units, LTIP Units, dividend equivalent rights or other equity-based awards, issued or options to purchase Common Stock issued granted pursuant to any non-existing employee director stock plan or dividend reinvestment plan benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, Prospectus (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant S-8 relating to any such existing employee benefit plan assumed by plans of the Company referred to in connection with any such merger or acquisition or the General Disclosure Package and the Prospectus), (FD) the issuance of shares of Common Stock, of restricted stock awards Stock or of options to purchase shares of Common Stock, OP Units by the Company or the Operating Partnership in each case, the Formation Transactions or (E) any OP Units issued in connection with joint ventures, commercial relationships the acquisition of property or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided thatassets, in an amount not to exceed an aggregate of 10% of the case OP Units outstanding as of clauses the completion of the Formation Transactions and the purchases contemplated by this Agreement (E) and (Fincluding any Option Securities), provided that the recipients of the OP Units agree in writing (upon substantially the terms set forth in the Lock Up Agreement attached hereto as Exhibit C) not to sell, offer, dispose of or otherwise transfer any such OP Units during the remainder of the 180-day period without the prior written consent of the Representatives. Notwithstanding the foregoing, if (1) during the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% last 17 days of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30180-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this Section 3(h)clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant warrant, the vesting of a restricted stock unit or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock or restricted common stock issued or restricted stock units or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed securities issued by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; transactions provided that, in the case of clauses that (E) and (F), (1x) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does this clause (E) shall not exceed 5% of the aggregate total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities at the Closing Time pursuant hereto and (y) any such shares of Common Stock and other securities issued pursuant to this Agreement clause (E) during the 180-day restricted period described above shall be subject to the restrictions described above for the remainder of such restricted period and (2) the recipient of any such restricted stock awards, shares of Common Stock, options Stock or other securities shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for B attached hereto, or (F) the period from date filing by the Company of such agreement until a registration statement on Form S-8 covering the end registration of securities issued under existing employee benefit plans of the 30-day restricted period provided for Company referred to in this Section 3(h)the Registration Statement.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or otherwise transfer or dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required issuances by the 1933 Act, relating to the Company of shares of its Common Stock or other equity-based any securities issuable pursuant to the Company’s equity convertible into or other incentive plans exchangeable or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) exercisable for shares of its Common Stock issued in connection with mergers an acquisition, business combination or acquisitions of businesses, entities, property or other assets, joint venture (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) provided that the aggregate number of restricted stock awards or shares of the Common Stock, as applicable, Stock issued in connection with, or issuable pursuant to this clause (D) during the exercise of any options issued in connection with, all such transactions does Lock-Up Period shall not exceed 5% of the aggregate total number of shares of Common Stock issued and outstanding immediately following at the offering Closing Time and provided further, in the case of the Securities any issuances pursuant to this Agreement and clause (2) D), the Company shall cause each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall Stock to execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date D hereto, (E) transfers made pursuant to an order of such agreement until the end a court or regulatory agency, or (F) any transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the 30Common Stock involving a change of control (as defined in Exhibit D hereto) of the Company that occurs after the consummation of the public offering (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Securities shall remain subject to the restrictions contained in the lock-day restricted period provided for in this Section 3(hup agreement).

Restriction on Sale of Securities. During a period of 30 75 days from the date of the Prospectus, neither the Company will notCompany, the Selling Shareholder or NAB will, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number exchanges of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, for shares of Non-Voting Common Stock, options or other securities shall execute and deliver to par value $0.01 per share, issued by the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Company.

Restriction on Sale of Securities. During a period of 30 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or Stock, options to purchase Common Stock or restricted stock units settled by issuance of Common Stock, in each case, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) shares of Common Stock, in the filing aggregate not to exceed 10% of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or other equity-based securities issuable pursuant to real property companies; provided, however, that the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) recipients of shares of Common Stock issued in connection with mergers such an acquisition shall be required to agree in writing not to sell, offer, dispose of or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with otherwise transfer any such merger or acquisition shares during the remainder of such 45-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives) or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering transferred in accordance with Article VII of the Securities pursuant to this Agreement and (2) the recipient Company’s Articles of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Amendment.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the UnderwritersBofA and Xxxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options equity awards to purchase or receive Common Stock granted pursuant to employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (EF) shares of Common Stock or other securities issued in connection with mergers or acquisitions of businesses, entities, property or other assets, a transaction that includes a commercial relationship (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint venturesstrategic alliances, commercial relationships or other lending relationships, joint ventures and strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (Facquisitions), provided that (1i) the aggregate number of restricted stock awards shares issued pursuant to this clause (F) (on an as-converted or shares of Common Stockas-exercised basis, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does case may be) shall not exceed five percent (5% %) of the aggregate total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement hereunder and (2ii) the recipient of any such restricted stock awards, shares of Common Stock, options Stock or other securities issued pursuant to this clause (F) during the Restricted Period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Class A Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Class A Common Stock issued or issued, options to purchase Class A Common Stock or other equity incentive awards granted pursuant to existing employee benefit benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Class A Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 Prospectus or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Class A Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed an Election of Exchange made under the Exchange Agreement dated February 2, 2018 by the Company in connection with any such merger or acquisition or (F) the issuance holders of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Class B Common Stock outstanding immediately following and who are not the offering of Selling Stockholder and have rights to make an exchange under the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Exchange Agreement.

Restriction on Sale of Securities. During a period of 30 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) as consideration for bona fide acquisitions, the issuance by the Company of up to an aggregate 5.0% of the shares of Common Stock (as adjusted for stock splits, stock dividends and other similar events after the date hereof) issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, outstanding as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number date of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the such acquisition agreement, provided that each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters Underwriter an agreement substantially in the form of Exhibit A hereto B hereto, (F) the filing of a registration statement or amendment to a registration statement on Form S-8 for the period from date Company’s 2006 Stock Incentive Plan for Key Employees of such agreement until HCA Holdings, Inc. and its Affiliates, as Amended and Restated or any other benefit plan or arrangement disclosed in the end General Disclosure Package and the Prospectus and (G) the filing of an “automatic shelf registration statement” (as defined under Rule 405 of the 30-day restricted period provided for in this Section 3(h1933 Act), including a prospectus supplement relating to the sale of rollover option shares.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or the Confirmation Securities, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee existing equity plans, incentive compensation plans or benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued in connection with the Merger, or (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or any dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will notneither Transaction Entity will, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including, without limitation, OP Units) or submit or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or the shares of Common Stock in the Concurrent iStar Placement, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion or exchange of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock, OP Units, LTIP Units, dividend equivalent rights or other equity based awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company), (D) OP Units, in the aggregate not to exceed 15% of the number of OP Units outstanding, issued in connection with the acquisition of property or assets, or (E) any shares of Common Stock issued pursuant to any non-employee director stock share plan or dividend distribution reinvestment plan referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, each of the Company and MeiraGTx UK will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock equity Ordinary Shares or other equity awards covering Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable equity instruments issued pursuant to the Company’s equity or other incentive any plans or employee stock purchase plans programs described in (C) or (D) above, or (F) the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares sale or issuance of Common Stock issued or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with mergers or acquisitions any (1) mergers, (2) acquisition of securities, businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint ventures or (F4) the issuance of shares of Common Stockstrategic alliances or relationships; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) that the aggregate number of restricted stock awards Ordinary Shares or shares of Common Stocksecurities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as applicable, issued in connection with, the case may be) that the Company may sell or issuable issue or agree to sell or issue pursuant to the exercise of any options issued in connection with, all such transactions does this clause (F) shall not exceed 5% of the aggregate total number of shares of Common Stock the Company’s Ordinary Shares issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant to this Agreement and clause (2E) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, each of the Company and DFH LLC will not, without the prior written consent of the UnderwritersBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company in connection with the Corporate Reorganization or upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of at least three of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Ordinary Shares or other equity awards issued or options to purchase Common Stock Ordinary Shares granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock Ordinary Shares or other equity awards issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other appropriate formsequity instruments issued pursuant to any plans or programs described in (C) or (D) above, and (F) any amendments thereto, share capital of the Company or securities convertible into or exercisable or exchangeable for such share capital as required payment of any part of the purchase price for the acquisition by the 1933 ActCompany or any of its subsidiaries of the securities, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entitiesbusiness, property or other assetsassets of another person or entity, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any an employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock“Acquisition Securities”); provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, (i) in the case of clauses (E) and (F)aggregate, (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does Acquisition Securities shall not exceed 510% of the aggregate number outstanding share capital of shares of Common Stock outstanding the Company immediately following the offering sale of the Securities pursuant to contemplated by this Agreement and (2ii) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities Acquisition Securities shall execute and deliver to the Underwriters Representatives an agreement substantially in the form of Exhibit A hereto for D hereto, or (G) the period from date filing of such agreement until any registration statement with the end Commission on Form S-4 (or any successor form) solely with respect to Acquisition Securities, provided that no sales of Securities occur during the 30lock-day restricted period provided for in up period, except pursuant to this Section 3(h3(i).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters[●], (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or vesting exercise by delivery of already-owned shares of Common Stock) of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, ; (DE) the filing by the Company of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating a successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant equity incentive plan referred to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and (EF) shares of Common Stock or other securities issued in connection with mergers or acquisitions of businesses, entities, property or other assets, a transaction that includes a commercial relationship (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stockstrategic alliances, of restricted stock awards or of options to purchase shares of Common Stockcommercial lending relationships, in each case, in connection with joint ventures, commercial relationships or other and strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (Facquisitions), provided that (1i) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does this clause (F) shall not exceed 55.0% of the aggregate total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement and (2ii) the recipient of any such restricted stock awards, shares of Common Stock, options Stock or other securities issued pursuant to this clause (F) during the 180-day restricted period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or vesting exercise by delivery of already-owned shares of Common Stock) of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to any non-employee director stock compensation plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating a successor form thereto with respect to the registration of securities to be offered under any plans or programs referred to in clauses (C) and (D) above and (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions any (1) merger, (2) acquisition of securities, businesses, entities, property properties or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint venture or (F4) the issuance of shares of Common Stockstrategic alliance or relationship; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 10.0% of the total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement and (2) Securities; provided further that the recipient of any such restricted stock awards, shares of Common StockStock or securities issued pursuant to clauses (B), options or other securities (C), (D) and (F) during the 180-day restricted period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for with respect to (and not in excess of) the period from date of such agreement until the end of the 30180-day restricted period provided for in this Section 3(h)and only if such recipient did not previously enter into such an agreement with the Representatives.

Restriction on Sale of Securities. During a period of 30 through and including 180 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued issued, options to purchase Common Stock granted or other equity awards convertible into or exercisable or exchangeable for Common Stock, in each case granted pursuant to any non-employee director stock plan benefit or dividend reinvestment plan equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the entry into agreements providing for the issuance by the Company of shares of Common Stock issued or any security convertible into or exercisable for shares of Common Stock in connection with mergers the acquisition by the Company or acquisitions any of businessesits Subsidiaries of the securities, entitiesbusiness, property or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) or entity pursuant to any an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such merger or acquisition or securities pursuant to any such agreement, and (F) the entry into agreements providing for the issuance of shares of Common Stock, of restricted stock awards Stock or of options to purchase any security convertible into or exercisable for shares of Common Stock, in each case, Stock in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent and the issuance of any such securities pursuant to develop or provide content, equipment leasing arrangements or debt financingany such agreement; provided that, that in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following that the offering Company may sell or issue or agree to sell or issue pursuant to clauses (E) and (F) shall not exceed 10% of the Securities pursuant total number of shares of the Common Stock issued and outstanding as of immediately after the completion of the transactions contemplated by this Agreement, and provided further that, in the case of clauses (B) through (F), (x) the Company shall cause each recipient of such securities to this Agreement execute and deliver, on or prior to the issuance of such securities, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(k) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (2y) the recipient of Company shall authorize its transfer agent to decline to make any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date transfer of such agreement until the end shares in violation of the 30such lock-day restricted period provided for in this Section 3(h)up agreements.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or the Confirmation Securities, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee existing equity plans, incentive compensation plans or benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued in connection with the Merger, or (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or any dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 120 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersSandler X’Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into into, or exercisable or exchangeable for for, Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, Prospectus provided that such options shall not be vested and exercisable within the General Disclosure Package and the Prospectus120-day period referred to above, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including by the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or Company pursuant to any employee benefit plan assumed agreement entered into by the Company in connection with any such merger or acquisition or (F) prior to the issuance of shares of Common Stock, of restricted stock awards or of options date hereof and referred to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Prospectus.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required issuance by the 1933 Act, relating to the Company of shares of Common Stock or other equity-based securities issuable pursuant convertible into or exchangeable for Common Stock or that represent the right to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) receive shares of Common Stock issued in connection with mergers or acquisitions the acquisition by the Company of businessesthe securities, entitiesbusiness, technology, property or other assetsassets of another person or entity, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any provided that such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities issued pursuant to this Agreement and clause (2E) during the recipient Lock-Up Period shall not exceed five percent of any such restricted stock awards, the total shares of Common StockStock outstanding as of the date hereof and that if there are any recipients of Common Stock pursuant to this clause (E) during the Lock-Up Period, options or other securities shall execute and deliver the Company will bind such recipients to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for same restrictions set forth in this Section 3(h)for the remainder of the Lock-Up Period.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Common Stock or (iv) publicly disclose the intention to do any of the foregoing described in clauses (i), (ii) and (iii). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or the issuance of Warrant Shares upon exercise of the Pre-Funded Warrants, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted or other equity awards covering Common Stock granted, in either case, pursuant to existing employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock successor form thereto in respect of any shares or other equity-based securities issuable equity instruments issued pursuant to the Company’s equity or other incentive any plans or employee stock purchase plans programs described in (C) or (D) above, or (F) the Registration Statement, the General Disclosure Package and the Prospectus, (E) sale or issuance of or entry into an agreement to sell or issue shares of Common Stock issued or securities convertible into or exercisable or exchangeable for Common Stock in connection with mergers or acquisitions any (1) merger, (2) acquisition of securities, businesses, entities, property or other assets, (including the filing 3) licensing of a registration statement on Form S-4 technologies, property or other appropriate form with respect theretoassets, (4) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint ventures or (F5) the issuance of shares of Common Stockstrategic alliances or relationships, of restricted stock awards collaborations, marketing or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships distribution arrangements or other strategic transactionstransactions that include a commercial relationship; provided, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (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 5.0% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this Agreement and clause (2F) during the recipient of any such restricted stock awards, shares of Common Stock, options or other securities Lock-Up Period shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for hereto. Notwithstanding the period foregoing, from and after the 30th day after the date of such agreement until hereof, the end Company shall be permitted to issue and sell shares of the 30-day restricted period provided for in this Section 3(h)Company’s Common Stock pursuant to the Open Market Sale AgreementSM, dated as of August 11, 2021, by and between the Company and Jefferies.

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement or make a confidential submission under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 2% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Securities at the Closing Time pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of two of the Underwritersthree Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) as consideration for bona fide acquisitions, the issuance by the Company of up to an aggregate 5.0% of the shares of Common Stock (as adjusted for stock splits, stock dividends and other similar events after the date hereof) issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, outstanding as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number date of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the such acquisition agreement, provided that each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters Representatives an agreement substantially in the form of Exhibit A B hereto (F) the filing of a registration statement or amendment to a registration statement on Form S-8 for the period from date Company’s 2006 Stock Incentive Plan for Key Employees of such agreement until HCA Holdings, Inc. and its Affiliates, as Amended and Restated or any other benefit plan or arrangement disclosed in the end General Disclosure Package and the Prospectus and (G) the filing of an “automatic shelf registration statement” (as defined under Rule 405 of the 301933 Act), including a prospectus supplement relating to the sale of rollover option shares. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this Section 3(h)clause (i) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any the issuance of the Securities to be sold hereunder, (B) the issuance of shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any the issuance of shares of Common Stock issued or the grant of options to purchase Common Stock granted pursuant to existing employee or director benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Prospectus and the Prospectusregistrations in connection with such issuances or grants, (CD) issuances of rights, preferred stock or Common Stock pursuant to any existing rights plan or any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to and registrations in existence at the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing date of a registration statement on Form S-8 this Agreement in connection with such issuances or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectusgrants, (E) securities sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing arrangement, strategic alliance or similar transaction, so long as recipients of such securities agree to be bound for any remaining portion of such 90 day period on the above terms, (F) any shares of Common Stock issued in connection with mergers or acquisitions options to purchase Common Stock granted to consultants to the Company as compensation for their services to the Company so long as the recipient agrees to be bound for any remaining portion of businesses, entities, property or other assetssuch 90 day period on the above terms, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (FG) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, Stock in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent a transaction to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of swap shares of Common Stock for the Company’s outstanding immediately following the offering 4.75% Convertible Senior Subordinated Notes due 2013, or (H) with respect to clause (i) of the Securities pursuant preceding sentence, the filing by the Company of a shelf registration statement under the 1933 Act with respect to this Agreement and (2) the recipient offer, sale or issuance by the Company of any such restricted stock awardssecurities of the Company, which may include, among other securities, shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, options so long as the Company does not, directly or other indirectly, offer, pledge, issue, sell, contract to issue or sell, sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock or any securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto convertible into or exercisable or exchangeable for the period from date or repayable with Common Stock registered under such shelf registration statement for any remaining portion of such agreement until the end of the 30-90 day restricted period provided for in this Section 3(h)period.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA and Stifel, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Securities to be sold hereunder or securities issued, transferred, redeemed or exchanged in connection with the Organizational Transactions, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion or exchange of a security of the Company outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or other equity awards covering Common Stock, in each case, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Initial Securities at the Closing Time pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto hereto. If BofA and Stifel, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 5(j) hereof for an officer or director of the period from Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of such agreement until the end release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the 30-day restricted period provided for in this Section 3(h)release or waiver.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of any two of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 S-8, or other appropriate forms, and any amendments thereto, as required by (F) the 1933 Act, relating to entry into an agreement providing for the issuance of Common Stock or other equity-based any securities issuable convertible into or exercisable for Common Stock, and the issuance of any such securities pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statementsuch an agreement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers (i) the acquisition by the Company or acquisitions any of businessesits subsidiaries of the securities, entitiesbusiness, property or other assetsassets of another person or entity, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any an employee benefit plan assumed by the Company in connection with any such merger or acquisition acquisition, or (Fii) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in and the case issuance of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable any such securities pursuant to the exercise of any options issued in connection withsuch agreement, all such transactions does not exceed 5% of provided that the aggregate number of shares issued or issuable pursuant to this clause (F) does not exceed 18,377,015 shares of Common Stock outstanding immediately following the offering of the Securities pursuant and prior to this Agreement and (2) the such issuance each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters Representatives an agreement substantially in the form of Exhibit A hereto for C hereto. Notwithstanding the period from date of such agreement until foregoing, if (1) during the end last 17 days of the 3090-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension; the Company will provide the Representatives and each stockholder subject to the 90-day restricted period pursuant to the lock-up agreements described in Section 3(h)6(j) hereof with prior notice of any such announcement that gives rise to an extension of the 90-day restricted period.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA and Xxxxxx Xxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant warrant, settlement of a restricted stock unit or performance share unit, or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock Stock, or other equity-based awards, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms(F) the issuance of, and any amendments theretoagreement to issue or any public disclosure of the intent to issue, as required by the 1933 Act, relating to the shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) including securities convertible into shares of Common Stock issued Stock) in connection with mergers (i) the acquisition by the Company or acquisitions any of its subsidiaries of the securities, businesses, entities, property properties or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (Fii) the issuance of shares of Common Stockmergers, of restricted stock awards or of options to purchase shares of Common Stockconsolidations, in each case, in connection with joint ventures, strategic transactions or other commercial relationships (including issuances to current or other strategic transactions, partnerships with experts prospective customers or other talent to develop or provide content, equipment leasing arrangements or debt financingpartners); provided that, in the case of clauses (E) and this clause (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock (or securities convertible into shares of Common Stock) issued in all such acquisitions and transactions shall not exceed 5.0% of the total issued and outstanding shares of Common Stock of the Company immediately following prior to the public offering of the Securities pursuant to this Agreement contemplated hereby and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock (or securities convertible into shares of Common Stock) pursuant to this clause (F) shall, options on or other securities shall prior to such issuance, execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock equity Ordinary Shares or other equity awards covering Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable equity instruments issued pursuant to the Company’s equity or other incentive any plans or employee stock purchase plans programs described in (C) or (D) above, or (F) the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares sale or issuance of Common Stock issued or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with mergers or acquisitions any (1) mergers, (2) acquisition of securities, businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint ventures or (F4) the issuance of shares of Common Stockstrategic alliances or relationships; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) that the aggregate number of restricted stock awards Ordinary Shares or shares of Common Stocksecurities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as applicable, issued in connection with, the case may be) that the Company may sell or issuable issue or agree to sell or issue pursuant to the exercise of any options issued in connection with, all such transactions does this clause (F) shall not exceed 510% of the aggregate total number of shares of Common Stock the Company’s Ordinary Shares issued and outstanding immediately following the offering completion of the Securities pursuant to transactions contemplated by this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Agreement.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (DE) the filing of a registration statement one or more Registration Statements on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based registering securities issuable pursuant to the Company’s equity or other incentive plans or employee Company stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)plans.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, stock award right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or vesting exercise by delivery of already-owned shares of Common Stock) of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) the reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (D) any shares of Common Stock issued or options to purchase Common Stock or other stock awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CE) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 45 days from the date of the ProspectusOffering Memorandum, the Company will not, without the prior written consent of the UnderwritersMxxxxxx Lxxxx and Citigroup, (i) directly or indirectly, (x) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose of or transfer any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, whether such securities are owned at the date of the Offering Memorandum or whether they are acquired during the 45 day period after the date of the Offering Memorandum; (y) file a registration statement for any Common Stock or file any securities convertible into or confidentially submit any registration statement under the 1933 Act exercisable or exchangeable for or repayable with respect to any of the foregoing Common Stock; or (iiz) enter into any swap or any other agreement or any other transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the any Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any the Securities to be sold hereunder or the Common Stock to be delivered upon conversion thereof, (B) the resale registration statement to be filed by the Company pursuant to the Registration Rights Agreement relating to the resale of the Securities and the shares of Common Stock, (C) Common Stock to be issued by the Company upon the exercise pursuant to employee benefit plans, qualified stock option plans or vesting of an option other employee compensation benefit plans or warrant pursuant to currently outstanding options, warrants or the conversion of a security outstanding rights existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued Offering Memorandum or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a post-effective amendment to any currently effective resale registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required to be filed by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and Xxxxxxx, Xxxxx & Co., (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company (x) upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (By) upon the exercise of any warrant under any Warrant Confirmation or upon the termination thereof or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan Prospectus or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing issuances of a registration statement on Form S-8 Common Stock, options, warrants or other appropriate forms, and any amendments thereto, as required by the 1933 Act, convertible or exchangeable securities relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration StatementStock, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stockmerger, of restricted stock awards or of options to purchase shares of Common Stockacquisition, in each case, in connection with joint ventures, commercial relationships business combination or other strategic transactionsor commercial relationship, partnerships with experts to a third party or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided thatgroup of third parties, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant an amount not to the exercise of any options issued in connection with, all such transactions does not exceed 56% of the aggregate number of Company’s fully-diluted shares of Common Stock outstanding immediately following after giving effect to the offering of the Securities pursuant to this Agreement and contemplated hereby, as consideration in connection with acquisitions by the Company or any of its subsidiaries; provided, however, in the case of clause (2) D), such third party or group of third parties receiving the recipient of any such restricted stock awards, shares of Common Stock, options options, warrants or other convertible or exchangeable securities shall execute and deliver relating to the Underwriters an Common Stock agrees to be bound in writing by a lock-up agreement substantially in the form of Exhibit A hereto for hereto. Notwithstanding the period from date of such agreement until foregoing, if, in the end judgment of the 30Representatives, the provisions of FINRA Rule 2711(f) apply with respect to the Common Stock and (1) during the last 17 days of the 90- day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period provided for beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx and Xxxxxxx, Xxxxx & Co. waive, in writing, such extension. Nothing in this Section 3(h)3(g) shall prevent the Company from filing any registration statements on Form S-8 relating to employee benefit plans or on Form S-4 relating to corporate reorganizations or other transactions under Rule 145.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder (and any Underlying Securities issuable upon conversion thereof), (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or other stock awards granted pursuant to existing employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) shares of Common Stock or any securities convertible into, or exercisable for, or exchangeable for, shares of Common Stock issued (1) to lenders or financial institutions in connection with bona fide debt or credit arrangements or (2) in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, that the aggregate number of shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (D) and pursuant to the Section 3(i)(D) of the Equity Agreement (as defined below)) shall not exceed 5% of the total outstanding shares of Common Stock immediately following the issuance of the Securities pursuant to this Agreement and securities issued pursuant to the Equity Agreement, (E) the filing by the Company of a registration statement on Form S-8 covering the registration of securities issuable, outstanding, exercisable, convertible or available for issuance under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (DG) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) sale of up to 10,849,057 shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or that certain Underwriting Agreement (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of which includes 1,415,094 shares of Common Stock outstanding immediately following that the offering Underwriters have the option to purchase), of even date herewith (the “Equity Agreement”), by and between the Company and the Representatives on behalf of the Securities pursuant to this Agreement and (2) several Underwriters named therein; provided, that, if the recipient of any such restricted stock awards, shares of Common StockStock or securities issued pursuant to clauses (B), options (C), (D) or other securities (F) during the 60-day restricted period described above is a director or an officer of the Company, such recipient shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA, Jefferies and SVB Leerink, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted or other equity awards covering Common Stock granted, in either case, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable equity instruments issued pursuant to the Company’s equity or other incentive any plans or employee stock purchase plans programs described in (C) or (D) above, or (F) the Registration Statement, the General Disclosure Package and the Prospectus, (E) sale or issuance of or entry into an agreement to sell or issue shares of Common Stock issued or securities convertible into or exercisable or exchangeable for Common Stock in connection with mergers or acquisitions any (1) mergers, (2) acquisition of securities, businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial (4) strategic alliances or relationships or other strategic transactions(5) commercial, partnerships with experts lending or other talent to develop or provide contentcollaborative transaction; provided, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (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 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this Agreement and clause (2F) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (EF) shares of Common Stock or other securities issued in connection with mergers or acquisitions of businesses, entities, property or other assets, a transaction that includes a commercial relationship (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint venturesstrategic alliances, commercial relationships or other lending relationships, joint ventures and strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (Facquisitions), provided that (1i) the aggregate number of restricted stock awards shares issued pursuant to this clause (F) (on an as-converted or shares of Common Stockas-exercised basis, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does case may be) shall not exceed 5% ten percent (10%) of the aggregate total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement hereunder and (2ii) the recipient of any such restricted stock awards, shares of Common Stock, options Stock or other securities issued pursuant to this clause (F) during the Restricted Period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersMxxxxxx Lxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares Shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares Shares of Common Stock issued or options options, restricted stock or other stock-based awards to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares Shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by that relate to employee benefit plans of the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans Company described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (EF) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock issued in connection with any mergers or acquisitions acquisition of securities, businesses, entities, property or other assets, (including provided that the filing of a registration statement on Form S-4 Company may sell or other appropriate form with respect thereto) issue or agree to sell or issue pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or this clause (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 510% of the aggregate total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of such shares pursuant to this Agreement and clause (2F) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for hereto. Notwithstanding the period from date of such agreement until foregoing, if (1) during the end last 17 days of the 30180-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this Section 3(h)clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Mxxxxxx Lxxxx waives, in writing, such extension.

Restriction on Sale of Securities. (i) During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (ix) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale or lend or otherwise transfer or dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (iiy) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (ix) or (iiy) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, (D) if any of the filing of a registration statement Underwriters are unable to publish or distribute research reports on Form S-8 or other appropriate forms, and any amendments thereto, as required by the Company pursuant to Rule 139 under the 1933 Act, and (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (x) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension. (ii) During a period of 90 days from the date of the Prospectus, if any employee of the Company who is (x) an officer for purposes of Section 16 under the 1934 Act and (y) not listed on Schedule D hereto, shall be required to report or otherwise voluntarily effect any public report or filing with the Commission relating to the Common Stock Stock, the Company shall provide written notification of such public report or other equity-based securities issuable pursuant filing to the Company’s equity Representatives at least 24 hours prior to such public report or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)filing.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersSVB Securities, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any issuance of Conversion Securities pursuant to the terms of the Preferred Stock, (C) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CE) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (D) or (E) above, (G) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, prospectus relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in “at-the-market” program pursuant to that certain Sales Agreement, dated May 15, 2020, with SVB Securities LLC; provided however no Placement Notice (as defined therein) shall be delivered to the Registration Statement, Agent (as defined therein) during the General Disclosure Package and the Prospectus60-day restriction period of this Section 3(i), (EH) any shares of Common Stock issued pursuant to that certain Stock Purchase Agreement, dated February 15, 2022, with Gilead Sciences, Inc. or (I) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with mergers or acquisitions any (1) mergers, (2) acquisition of securities, businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint ventures or (F4) the issuance of shares of Common Stockstrategic alliances or relationships; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (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 (I) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this Agreement and clause (2I) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the 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 other appropriate forms, and the grant of any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable award pursuant to an employee benefit plan of the Company’s equity or other incentive plans or employee stock purchase plans described Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares the sale or issuance of Common Stock issued or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with mergers or acquisitions any (i) mergers, (ii) acquisition of securities, businesses, entities, property or other assets, assets or (including the filing of a registration statement on Form S-4 or other appropriate form with respect theretoiii) or pursuant to any an employee benefit plan assumed by the Company in connection with any such a merger or acquisition or (F) the issuance of shares of Common Stockacquisition; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) that the aggregate number of restricted stock awards Ordinary Shares or shares of Common Stocksecurities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as applicable, issued in connection with, the case may be) that the Company may sell or issuable issue or agree to sell or issue pursuant to the exercise of any options issued in connection with, all such transactions does this clause (E) shall not exceed 5% of the aggregate total number of shares of Common Stock the Company’s Ordinary Shares issued and outstanding immediately following the offering completion of the Securities transactions contemplated by this Agreement; and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant to this Agreement and clause (2E) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A E hereto for or (F) with respect to clause (E), the period from date filing of such agreement until a registration statement with the end of the 30-day restricted period provided for in this Section 3(h)Commission on Form S-4.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRBC, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option equity award or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase equity awards for Common Stock granted pursuant to existing employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating a successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant equity incentive plan referred to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and (EF) shares of Common Stock or other securities issued in connection with mergers or acquisitions of businesses, entities, property or other assets, a transaction that includes a commercial relationship (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships marketing or other strategic transactionsdistribution arrangements, partnerships with experts collaboration agreements or other talent to develop intellectual property license agreements) or provide contentany acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, equipment leasing arrangements or debt financing; provided that, in the case of clauses that (E) and (F), (1x) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does this clause (F) shall not exceed five percent (5% %) of the aggregate total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement hereto and (2y) the recipient of any such restricted stock awards, shares of Common Stock, options Stock or other securities issued pursuant to this clause (F) during the 90-day restricted period described above shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).A.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not, without the prior written consent of the UnderwritersJefferies, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares, or file or confidentially submit any registration statement under the 1933 Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Offered Shares to be sold hereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise or vesting of an option or warrant or any other equity-based security or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (BC) any shares of Common Stock issued Shares, dividend equivalent rights or other equity-based awards issued, or options to purchase Common Stock granted Shares granted, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, Prospectus (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) including the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to such existing employee benefit plans of the Common Stock or other equity-based securities issuable pursuant Company referred to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus), (ED) shares of Common Stock any Shares issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) assets or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or acquisition, (FE) the issuance of shares of Common StockShares, of restricted stock awards or of options to purchase shares of Common StockShares, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (ED) and (FE), (1) the aggregate number of restricted stock awards or shares of Common Stock, Shares as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 510% of the aggregate number of shares of Common Stock Shares outstanding immediately following the offering of the Securities Offered Shares pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common StockShares, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A D hereto for the period from the date of such agreement until the end of the 3090-day restricted period provided for in this Section 3(hor (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act, provided that such plan does not provide for the transfer of Shares during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period. If Jefferies, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up agreement described in Section 6(j) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, if required by FINRA Rule 5131 (or its successor), the Company agrees to announce the impending release or waiver by a press release through a major news service at least two business days before the effective date of the release or waiver.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and XX Xxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or any Common Stock delivered upon conversion thereof, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 Final Offering Memorandum or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock issued to one or more counterparties in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing consummation of a registration statement on Form S-4 strategic partnership, joint venture, collaboration, marketing or other appropriate form with respect thereto) distributing arrangement, or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or the acquisition or (F) license of any intellectual property complimentary to the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financingCompany's business; provided that, in the case of clauses with respect to this subsection (E) and (F), (1) the sum of the aggregate number of restricted stock awards or shares of Common Stock, as applicable, Stock so issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 5% of the aggregate total number of shares of Common Stock outstanding immediately following the offering as of the Securities pursuant to this Agreement date hereof and (2) the recipient of any such restricted stock awards, shares of Common Stock, options Stock or other securities convertible into or exercisable or exchangeable for Common Stock issued as consideration for a transaction described in this subsection (E) shall execute and deliver to be contractually restricted from transfer during the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 3060-day restricted period provided for in this Section 3(h)period.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant warrant, the vesting or settlement of a restricted stock award or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or restricted stock awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued in connection with mergers the acquisition by the Company or acquisitions any of businessesits subsidiaries of the securities, entitiesbusiness, property or other assets, (including the filing assets of a registration statement on Form S-4 or other appropriate form with respect thereto) another Person or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or acquisition, (F) the issuance of any shares of Common Stock, of restricted stock awards Stock issued or of options to purchase shares of Common Stock, in each case, Stock or restricted stock awards granted in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts transactions or (G) the filing by the Company of a registration statement on Form S-8 covering the registration of shares of Common Stock or other talent securities issued under existing employee benefit plans of the Company referred to develop or provide contentin the Registration Statement, equipment leasing arrangements or debt financingthe General Disclosure Package and the Prospectus; provided that, in the case of the preceding clauses (E) and (F), (1i) the Company shall cause each such recipient of such securities to execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit B hereto and (ii) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, Stock issued in connection with, or issuable pursuant to the exercise of any options issued or vesting or settlement of any restricted stock awards granted in connection with, all such acquisitions and other transactions does do not exceed 510% of the aggregate number of shares of Common Stock outstanding immediately following the offering as of the Securities pursuant to this Agreement and last Date of Delivery (2) or the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to Closing Time if the Underwriters an agreement substantially do not exercise the option to purchase the Option Securities as provided in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h2(b)).

Restriction on Sale of Securities. During a the period of 30 180 --------------------------------- days from the date of the ProspectusProspectuses, the Company such Selling Shareholder will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares the issuance of Common Stock issued the Securities being sold hereunder and under the International Purchase Agreement by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusSelling Shareholder, (B) any shares transfer of Common Stock issued or options such Securities to purchase Common Stock granted pursuant to employee benefit plans an affiliate of the Company referred Selling Shareholder which agrees in a writing in form and substance reasonably satisfactory to in Xxxxxxx Xxxxx to agree to be bound by the Registration Statement, provisions hereof as if it was the General Disclosure Package and the ProspectusSelling Shareholder, (C) any shares pledge prior to the date of the Prospectuses by a shareholder of the Company of Common Stock issued pursuant to or any non-employee director stock plan securities convertible into or dividend reinvestment plan referred to in the Registration Statementexercisable or exchangeable for Common Stock, the General Disclosure Package and the Prospectus, (D) any pledge after the filing date of the Prospectuses by a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by shareholder of the 1933 Act, relating to the Company of Common Stock or other equity-based any securities issuable pursuant to the Company’s equity convertible into or other incentive plans exercisable or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of exchangeable for Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date purpose of securing a bona fide loan by a financial institution to such agreement until the end of the 30-day restricted period provided for in this Section 3(h)shareholder.

Restriction on Sale of Securities. During a period of 30 ninety (90) days from the date of the ProspectusFinal Prospectus Supplement, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement or prospectus under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company sold in connection with any such merger joint venture, partnering or acquisition other arrangement with any strategic investor or partner of the Company, (F) any shares of Common Stock issued or sold in connection with any acquisition made by the Company, or (G) any note issued to Medicis Pharmaceutical Corporation or any of its affiliates pursuant to the Settlement Agreement and Mutual Release dated January 12, 2005, by and among BioMarin Pharmaceutical Inc., BioMarin Pediatrics Inc., Medicis Pharmaceutical Corporation and Medicis Pediatrics, Inc. (f/k/a Ascent Pediatrics, Inc.) or any securities issuable upon conversion of the principal amount of or interest under any such note, or (H) the securities issued pursuant to the purchase agreement dated the date hereof with respect to the Concurrent Debt Offering. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of shares the earnings release or the occurrence of Common Stock, of restricted stock awards the material news or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stockmaterial event, as applicable, issued unless Xxxxxxx Xxxxx waives, in connection withwriting, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)extension.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the ProspectusProspectus , the Company will not, without the prior written consent of the UnderwritersBofA and Xxxxx Fargo, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting settlement (including any “net” or “cashless” exercises or settlements) of an option or restricted stock unit or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock and which options or restricted stock units are issued or options to purchase Common Stock granted pursuant to employee benefit existing stock plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or restricted stock units or options to purchase Common Stock granted pursuant to existing stock plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the repurchase by the Company of any shares of Common Stock pursuant to agreements referred to in the Registration Statement, the General Disclosure Package and the Prospectus providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights, (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DF) the issuance by the Company of shares of Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock in connection with (1) 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 (2) the Company’s joint ventures, commercial relationships and other strategic transactions, (G) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock securities granted or other equity-based securities issuable to be granted pursuant to the Company’s equity or other incentive stock plans or any assumed employee stock purchase plans described benefit contemplated by clause (F), or (H) the sale and issuance by the Company of shares of Common Stock in a private placement that occurs concurrently with the public offering contemplated by this Agreement and has been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; provided, (E) that the aggregate number of shares of Common Stock issued in connection with mergers that the Company may sell or acquisitions of businesses, entities, property issue or other assets, (including the filing of a registration statement on Form S-4 agree to sell or other appropriate form with respect thereto) or issue pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or clause (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 510% of the aggregate total number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to contemplated by this Agreement Agreement; and provided, further, that in the case of clauses (B) through (F) and (2H), the Company shall (a) the cause each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall to execute and deliver to the Underwriters an Representatives, on or prior to the issuance of such securities, a lock-up agreement substantially in the form of Exhibit A hereto for to the period from extent not already executed and delivered by such recipients as of the date hereof and (b) enter stop transfer instructions with the Company’s transfer agent and registrar on such securities with respect to all recipients of such agreement until securities, which the end Company agrees it will not waive or amend without the prior written consent of the 30-day restricted period provided for in this Section 3(h)BofA and Xxxxx Fargo.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the UnderwritersGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold under this Agreement and the International Underwriting Agreement, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Company's 1994 Stock Option/Award Plan, Employee Stock Option Plan, Employee Stock Purchase Plan or any other existing employee benefit plans of the Company referred to in the Registration Statement, Prospectuses (as well as the General Disclosure Package and filing of any registration statement on Form S-8 (or similar form) for the Prospectuspurpose of registering under the 1933 Act shares of Common Stock issued in connection with any such plan), (CD) any shares of Common Stock issued pursuant to any non-employee director dividend reinvestment plan, (E) the issuance by the Company of up to 50,000 shares of Common Stock pursuant to a restricted stock plan for agents and brokers which market the products of the Company or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, any of its Subsidiaries (D) as well as the filing of a any registration statement on Form S-8 S-3 (or other appropriate forms, and any amendments thereto, as required by similar form) for the purpose of registering under the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) Act shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect theretoany such plan) or pursuant to any employee benefit plan assumed by and cash-settled stock appreciation rights that the Company in connection with any such merger may issue to agents or acquisition or brokers, (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, Securities in connection with joint ventures, commercial relationships the acquisition of a business or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1G) the aggregate number purchase of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to Securities from the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Selling Stockholder.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA and Jefferies, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofAS and Barclays, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement or make a confidential submission under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any issuances of up to [—] shares of Common Stock Stock, or any securities convertible, exercisable or exchangeable for Common Stock, issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger the acquisition of businesses, technologies, assets or acquisition or (F) the issuance Intellectual Property of shares of Common Stockanother entity, of restricted stock awards or of options to purchase shares of Common Stockprovided that, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities Representatives shall execute and deliver to the Underwriters have received an agreement substantially in the form of Exhibit A C hereto for signed by the period from date recipient of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)securities.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or vesting exercise by delivery of already-owned shares of Common Stock) of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to any non-employee director stock compensation plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating a successor form thereto with respect to the registration of securities to be offered under any plans or programs referred to in clauses (C) and (D) above and (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions any (1) merger, (2) acquisition of securities, businesses, entities, property properties or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint venture or (F4) the issuance of shares of Common Stockstrategic alliance or relationship; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 10.0% of the total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement and (2) Securities; provided further that the recipient of any such restricted stock awards, shares of Common StockStock or securities issued pursuant to clauses (B), options or other securities (C), (D) and (F) during the 60-day restricted period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for with respect to (and not in excess of) the period from date of such agreement until the end of the 3060-day restricted period and only if such recipient did not previously enter into such an agreement with the Representatives. Notwithstanding the foregoing, the Company may (i) effect sales pursuant to the Sales Agreement, by and among the Company, SVB Securities and Cantor Xxxxxxxxxx & Co, dated March 25, 2021, as amended on February 15, 2023, provided that (X) the Company notifies the Representatives prior to effecting any sales and (Y) no sales shall be made for in this Section 3(h)a period of 30 days from the date of the Prospectus and (ii) after 30 days from the date of the Prospectus, file a registration statement to register for resale shares of Common Stock issuable to K2 HealthVentures Equity Trust LLC (“K2”) or its affiliates, pursuant to (I) the Warrant to Purchase Common Stock, issued on January 27, 2023, by and between the Company and K2 and (II) the Loan and Security Agreement, dated as of January 4, 2023, by and among the Company, the lenders referred to therein, K2 and Ankara Trust Company, LLC.

Restriction on Sale of Securities. During a period of 30 sixty (60) days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement or prospectus under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or registration statements on Form S-8 filed with respect thereto or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any the reacquisition or withholding of all or a portion of shares of Common Stock issued subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or options exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (D) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered or granted pursuant to existing employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CF) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition Prospectus or (FG) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (G) shall not exceed 10% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Securities at the Closing Time pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause agrees to be bound by the terms of the lock-up or shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding anything to the contrary herein, the Company shall cause an option holder who is not a holder of any shares of Common Stock to execute a lock-up agreement in the form of Exhibit A hereto for at the time such holder exercises his or her option during a period of 180 days from the date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Prospectus.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA and XX Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Securities at the Closing Time or Date of Delivery pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for hereto, or (G) any shares of Common Stock issued in an “at-the-market” offering pursuant to that certain ATM Equity OfferingSM Sales Agreement, by and between the period Company and BofA, dated May 9, 2023, as amended from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)time to time.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx and Xxxxxx Xxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, Prospectus provided that such options shall not be vested and exercisable within the General Disclosure Package and the Prospectus90-day period referred to above, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred plan, (E) any shares of Common Stock issued or options to purchase Common Stock granted in the Registration Statement, the General Disclosure Package and the Prospectus, form of an inducement grant to a newly-hired employee or (DF) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by an amendment to increase the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering available under an existing equity compensation plan of the Securities pursuant Company specifically referred to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Prospectus.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA, SVB Securities and Stifel (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or vesting exercise by delivery of already owned shares of Common Stock) of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to any employee stock purchase plan, non-employee director stock compensation plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing by the Company of a registration statement with the Commission on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating a successor form thereto with respect to the registration of securities to be offered under any plans or programs referred to in clauses (C) and (D) above, or (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions any (1) merger, (2) acquisition of securities, businesses, entities, property properties or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto3) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition joint venture or (F4) the issuance of shares of Common Stockstrategic alliance or relationship; provided, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 5.0% of the total number of outstanding shares of Common Stock outstanding immediately following the offering issuance and sale of the Securities pursuant to this Agreement and (2) Securities; provided further that the recipient of any such restricted stock awards, shares of Common StockStock or securities issued pursuant to clauses (B), options or other securities (C), (D) and (F) during the 180-day restricted period shall execute and deliver to the Underwriters enter into an agreement substantially in the form of Exhibit A hereto for with respect to (and not in excess of) the period from date of such agreement until the end of the 30180-day restricted period provided for in this Section 3(h)and only if such recipient did not previously enter into such an agreement with the Representatives.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not, without the prior written consent of the UnderwritersBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (DE) the filing any shares of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity convertible or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) exercisable into shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger business combination, merger, acquisition, strategic partnership, joint venture or acquisition collaboration or (F) the issuance of similar transaction, including shares of Common StockStock to be issued in a related investment to which the Company is or may become a party, or the acquisition or license of restricted stock awards any products or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financingtechnology by the Company; provided that, that in the case of clauses clause (E) and (F), (1I) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock (or securities convertible or exercisable into shares of Common Stock) that the Company may issue or agree to issue pursuant to such clause shall not exceed, in the aggregate, 5% of the total number of shares of Common Stock issued and outstanding immediately following the offering of the Securities pursuant to this Agreement Closing Time and (2II) the Company shall cause each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall to execute and deliver to the Underwriters an agreement substantially in Representative, on or prior to the form of Exhibit A hereto for the period from date issuance of such agreement until securities, a lock-up letter on the end of same terms as the 30lock-day restricted period provided for up letter referred to in this Section 3(h)5(i) hereof.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersCanaccord, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (CD) any shares of Common Stock authorized by the Company’s Board of Directors to be issued pursuant to any non-employee director stock plan officers or dividend reinvestment plan consultants but not yet issued as of the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock; provided that, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case recipient of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver is subject to substantially the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for same restrictions as those contained in this Section 3(h3(i).

Restriction on Sale of Securities. During a period of 30 45 days from the date of the Prospectus, the Company and each Selling Shareholder will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, (D) the filing including shares of a Common Stock registered on any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by under the 1933 Act, relating Act with respect to the Common Stock foregoing or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financingacquisitions; provided that, in the case that no more than an aggregate of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering as of the Securities pursuant to this Agreement and (2) Closing Time are issued as consideration in connection with all such acquisitions; provided further, that the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an Underwriter receives a signed lock up agreement in substantially in the form of Exhibit A hereto for the period from date of such agreement until the end balance of the 3045-day restricted period from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act. Notwithstanding the foregoing, and subject to the conditions below, each Selling Shareholder may transfer the Securities without the prior written consent of the Underwriter, provided that (i) the Underwriter receives a signed lock-up letter agreement, substantially in the form of Exhibit hereto, for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (ii) any such transfer shall not involve a disposition for value, (iii) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the 1934 Act and (iv) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers: (a) as a bona fide gift or gifts, (b) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder (for purposes of this Section 3(hsection 3(i), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (c) as a distribution to limited partners or stockholders or members of such Selling Shareholder or (d) to such Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Shareholder.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing issuance of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions the acquisition by the Company of the securities, businesses, entities, property or other assets, (including the filing assets of a registration statement on Form S-4 another person or other appropriate form with respect thereto) entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition acquisition, or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, securities in connection with joint ventures, commercial relationships relationships, or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, (x) in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such acquisitions and transactions taken together does not exceed 5% of the aggregate number of shares of Common Stock Company’s outstanding immediately common stock following the offering of the Securities pursuant to Common Stock contemplated by this Agreement and (2y) each person to whom such shares or securities are issued or granted pursuant to clauses (B), (C), (D), (E) and (F) during the recipient of any such restricted stock awards, shares of Common Stock, options 180-day restriction period described above executes or other securities shall execute and deliver to the Underwriters an has executed a “lock-up” agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxx Xxxxxxx and Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, Prospectus provided that such options shall not be vested and exercisable within the General Disclosure Package and the Prospectus90-day period referred to above, (CD) any shares of Common Stock issued pursuant to any existing and disclosed non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectusplan, (E) any shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares Common Stock granted in the form of Common Stockan inducement grant to a newly-hired employee, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards if such newly-hired employee has been hired as or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% becomes an executive officer of the aggregate number of shares of Common Stock outstanding immediately Company within the 90-day period following the offering of Closing Date, prior to such issuance or grant, the Securities pursuant to this Agreement and (2) Company shall have caused the recipient of any such restricted stock awards, shares of Common Stock, Stock or options or other securities shall execute and deliver to the Underwriters purchase Common Stock to enter into an agreement substantially in the form of Exhibit A C hereto for or (F) a registration statement on Form S-8 with respect to an amendment to increase the period from date number of such agreement until the end shares available under an existing equity compensation plan of the 30-day restricted period provided for Company specifically referred to in this Section 3(h)the Prospectus.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the ProspectusFinal Offering Memorandum (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) the shares of Common Stock to be lent pursuant to the Share Lending Agreement, (C) up to an aggregate of 8,400,000 shares of Common Stock to be sold and issued by the Company pursuant to the Common Stock Purchase Agreement by and between the Company and Seaside 88, LP and the Common Stock Purchase Agreement by and between the Company and The Xxxx Group LLC, each dated as of Xxxxxx 00, 0000, (X) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, (BE) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, (CF) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Final Offering Memorandum or (DG) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued to one or more counterparties in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing consummation of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such strategic partnership, joint venture, collaboration, merger or the acquisition or (F) license of any business products or technology complimentary to the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financingCompany’s business; provided that, in the case of clauses with respect to this subsection (E) and (FG), (1) the sum of the aggregate number of restricted stock awards or shares of Common Stock, as applicable, Stock so issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does shall not exceed 510% of the aggregate total number of shares of Common Stock outstanding immediately following the offering as of the Securities pursuant to this Agreement date hereof and (2) prior to the issuance of such Common Stock each recipient of any such restricted stock awards, shares of Common Stock, options or other securities Stock shall execute have executed and deliver delivered to the Underwriters Xxxxxxx Xxxxx an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)D hereto.

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including without limitation OP Units, or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock Stock, OP Units, LTIP Units, dividend equivalent rights or other equity-based awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus), (CD) any additional shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity Forward Sale Agreement or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock any OP Units issued in connection with mergers or acquisitions the acquisition of businesses, entities, property or other assets, (including the filing in an amount not to exceed an aggregate of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 510% of the aggregate number of shares of Common Stock OP Units outstanding immediately following the offering as of the Securities pursuant to completion of the purchases contemplated by this Agreement and (2including any Option Securities), provided that the recipients of the OP Units agree in writing (upon substantially the terms set forth in the Lock Up Agreement attached hereto as Exhibit C) the recipient not to sell, offer, dispose of or otherwise transfer any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to OP Units during the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end remainder of the 30-day restricted period provided for in this Section 3(h)without the prior written consent of the Representatives.

Restriction on Sale of Securities. During a period of 30 45 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) as consideration for bona fide acquisitions, the issuance by the Company of up to an aggregate 5.0% of the shares of Common Stock (as adjusted for stock splits, stock dividends and other similar events after the date hereof) issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, outstanding as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number date of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the such acquisition agreement, provided that each recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters Underwriter an agreement substantially in the form of Exhibit A hereto B hereto, (F) the filing of a registration statement or amendment to a registration statement on Form S-8 for the period from date Company’s 2006 Stock Incentive Plan for Key Employees of such agreement until HCA Holdings, Inc. and its Affiliates, as Amended and Restated or any other benefit plan or arrangement disclosed in the end General Disclosure Package and the Prospectus and (G) the filing of an “automatic shelf registration statement” (as defined under Rule 405 of the 30-day restricted period provided for in this Section 3(h1933 Act), including a prospectus supplement relating to the sale of rollover option shares.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Final Prospectus, the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Securities, Purchase Contracts, Common Stock or any securities security of the Company similar to Securities, Purchase Contracts or Common Stock or any security convertible into or exercisable or exchangeable for or repayable with Securities, Purchase Contracts, Common Stock or any equity securities substantially similar to the Securities, Purchase Contracts or Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing foregoing; or (ii) directly or indirectly, enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities, Purchase Contracts or Common Stock or any security convertible into or exercisable or exchangeable for or repayable with the Securities, Purchase Contracts, Common Stock or any equity securities substantially similar to the Securities, Purchase Contracts or Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Securities, Purchase Contracts, Common Stock or such other securities, in cash case or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Final Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Final Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a Company's obligations to file any registration statement under the 1933 Act existing on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereof.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing (other than post-effective amendments to the outstanding registration statements of the Company or its predecessor solely relating to sales of shares of Common Stock or resales of shares of Common Stock, in either case pursuant to warrant agreements existing on the date hereof, including any amendments to such warrant agreements that may hereafter be adopted) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise exercise, exchange or vesting redemption of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or issued, options to purchase Common Stock or other equity based awards granted pursuant to existing employee benefit plans or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) sales or offers of shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock in private placement transactions to sellers relating to acquisition of real property or interests therein, including mortgage or leasehold interests, or in conjunction with any joint venture transaction, made to any seller of such real property or such joint venture interest (and the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, prospectus supplement related to the resale of such shares of Common Stock as may be required by such seller), provided that each such seller shall execute a letter substantially in the 1933 Actform of Exhibit C hereto agreeing to restrictions on the transfer of such shares for the remaining lockup period, relating to the or (F) any shares of Common Stock or other equity-based securities issuable pursuant warrants issued by the Company upon the amendment, exercise, exchange or redemption of warrants outstanding on the date hereof and referred to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), if (1) during the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% last 17 days of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 3060-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this Section 3(h)clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Class A Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Class A Common Stock issued or issued, options to purchase Class A Common Stock or other equity incentive awards granted pursuant to existing employee benefit benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Class A Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 Prospectus or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Class A Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed an Election of Exchange made under the Exchange Agreement dated February 2, 2019 by the Company in connection with any such merger or acquisition or (F) the issuance holders of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Class B Common Stock outstanding immediately following and who are not Selling Stockholders and have rights to make an exchange under the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Exchange Agreement.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Class A Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Class A Common Stock issued or issued, options to purchase Class A Common Stock or other equity incentive awards granted pursuant to existing employee benefit benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Class A Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 Prospectus or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Class A Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed an Election of Exchange made under the Exchange Agreement dated February 2, 2018 by the Company in connection with any such merger or acquisition or (F) the issuance holders of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Class B Common Stock outstanding immediately following and who are not the offering of Selling Stockholders and have rights to make an exchange under the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Exchange Agreement.

Restriction on Sale of Securities. During a period of 30 60 days from the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or the shares of Common Stock issuable upon conversion of the Securities, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, (BC) any shares of Common Stock issued or options to purchase Common Stock granted or equity incentive awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration StatementGeneral Disclosure Package and the Final Offering Memorandum, (E) the authorization of an increase in the amount of Common Stock available under existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus, (D) Final Offering Memorandum and the related filing of a registration statement Registration Statement on Form S-8 to register such shares of Common Stock, (F) the entry into the Warrant Confirmations, (G) any Common Stock issued upon exercise and settlement or other appropriate forms, termination of the warrant transactions evidenced by the Base Warrant Confirmations and any amendments thereto, as required by the 1933 Act, relating to the Additional Warrant Confirmations and (H) shares of Common Stock or other equity-based any securities issuable pursuant to the Company’s equity convertible into or other incentive plans exercisable or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of exchangeable for Common Stock issued in connection with mergers or acquisitions acquisitions, joint ventures and similar types of businesses, entities, property or other assets, (including the filing arrangements of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant up to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of outstanding Common Stock outstanding immediately following in aggregate at the offering time of this Agreement, as long as the recipients of such securities also agree not to sell or transfer those securities without the prior written consent of Xxxxxxx Xxxxx for a period of 90 days from the date of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)Final Offering Memorandum.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Securities to be sold hereunder or securities issued, transferred, redeemed or exchanged in connection with the Organizational Structure, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion or exchange of a security of the Company outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock or other equity awards covering Common Stock, in each case, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of a any registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating successor form thereto with respect to the Common Stock registration of securities to be offered under any employee benefit or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case, Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the offering issuance and sale of the Initial Securities at the Closing Time pursuant to this Agreement hereto; and (2) the provided, further, that each recipient of any such restricted stock awards, shares of Common Stock, options restricted stock awards or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute and deliver to the Underwriters an a lock-up agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h)hereto.

Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of any three of the Underwritersfollowing four underwriters: X.X. Xxxxxx, Barclays Capital, Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, or publicly disclose the intention to undertake any of the foregoing, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) entry into agreements to issue (but not the actual issuance of) up to 10% of the outstanding Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for Common Stock, in acquisitions or other similar strategic transactions (F) any shares of Common Stock issued pursuant to any dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus and (G) the filing by the Company of a registration statement on Form S-8 or other appropriate forms, and S-3 related to any amendments thereto, as required by the 1933 Act, relating dividend reinvestment plan referred to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), (1) the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30-day restricted period provided for in this Section 3(h).

Restriction on Sale of Securities. During a period of 30 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred Securities to in the Registration Statement, the General Disclosure Package and the Prospectusbe sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a (but not sales under) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (B) and (C), (E) the sale or other appropriate formsissuance (or the entry into an agreement to sell or issue) of up to 4,000,000 shares of Common Stock in connection with an acquisition or business combination; provided that with respect to clause (E), and any amendments thereto, as required the acquirer of such shares of Common Stock agrees in writing to be bound by the 1933 Act, relating to terms of this Section 3(h) or (F) the Common Stock or other equity-based securities issuable pursuant to consummation of the Company’s equity or other incentive plans or employee stock purchase plans share repurchase described in the Registration Statement, the General Disclosure Package and the ProspectusProspectus or entry into any agreement related thereto. Notwithstanding the foregoing, (E) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition or (F) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (E) and (F), if (1) during the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% last 17 days of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 3090-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this Section 3(h)clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 30 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and UBS, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (BC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to an employee benefit plans plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans described in the Registration Statement, the General Disclosure Package and the Prospectusplan, (E) shares of Common Stock the Concurrent Securities issued in connection with mergers or acquisitions the Concurrent Sale and the execution and delivery of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company Subscription Agreements in connection with any such merger or acquisition therewith, or (F) the issuance filing of shares of Common Stock, of restricted stock awards one or of options more Registration Statements on Form S-8 to purchase shares of Common Stock, register the securities described in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (EB), (C) and (F)D) of this sentence. Notwithstanding the foregoing, if (1) during the aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 5% last 17 days of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 30180-day restricted period provided for the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this Section 3(h)clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.