Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; (B) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of KBW, on behalf of the RepresentativesUnderwriters, directly or indirectly (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, sell any option or contract to purchasehedge, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase or otherwise transfer or dispose (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, grant of any option to purchase or other transfer or disposition) of any shares of Common Shares Stock or Other Securities, or any other securities convertible into into, or exercisable or exchangeable for for, shares of Common Shares Stock or Other Securities, (ii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than on Form S-8) or (iiiii) 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 SharesStock or Other Securities, or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock or such Other Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or Other Securities, or any other securitiessecurities convertible into, or exercisable or exchangeable for, 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 Shares Stock issued by the Company pursuant to the Company’s 2009 Equity Incentive Plan exercise of an option or dividend reinvestment planwarrant or the conversion of a security, in each case as described outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; Prospectus or (C) the grant by the Company of any options to purchase Common Shares issued in connection Stock pursuant to the employment agreements with the acquisition Company's President and Chief Executive Officer or pursuant to the terms of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation existing employee benefit plans of the transactions contemplated byCompany, in each case referred to in the Capped Call ConfirmationsProspectus, and, in each case, so long as such options are not exercisable within the 180-day period.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within the 180-day period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan; provided that, the Company may file with the Commission registration statements on Form S-8 for any of the plans set forth in clauses (B) and (C) any Common Shares issued in connection with above during the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions restrictive period set forth in this Section 3(m3(j); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesCitigroup, (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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 Common Shares issued pursuant to the Company’s 2009 2012 Equity Incentive Compensation Plan or any dividend reinvestment planplan (B) the issuance of any Common Shares to owners of any assets, property or business which the Company may acquire in each case the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such assets, property or business; provided that no more than an aggregate of five percent (5%) of the number of Common Shares outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; and provided, further, that Citigroup receives a signed lock-up agreement in substantially the form of Exhibit A hereto for the balance of the 60-day restricted period from the recipients receiving Common Shares in connection with any such acquisitions, (C) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (A) and/or (B), (D) the filing with the Commission of a universal shelf registration statement on an appropriate form under the 1933 Act and (E) any transfer or disposition of Common Shares pursuant to the Agreement and Plan of Merger by and among the Selling Shareholder, GOV MS REIT and the Company, dated as of September 14, 2018 (the “Merger Agreement”), as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 days from From the date of hereof through March 29, 2021 (inclusive) (the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file 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 shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any shares of Common Shares Stock issued in connection with or options to purchase Common Stock granted pursuant to employee benefit or stock compensation plans of the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Company or (D) the entry intoshares of Common Stock to be issued to officers or consultants; provided that, or consummation of the transactions contemplated byin each case, the Capped Call Confirmationsrecipient of such shares of Common Stock or other securities is subject to restrictions similar to or greater than those contained in this Section 3(i).

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, 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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with Registration Statement, the acquisition of any property or assets, provided General Disclosure Package and the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the entry intoRegistration Statement, the General Disclosure Package and the Prospectus, or consummation (E) shares of Common Stock transferred in order to comply with the ownership limitations set forth in Article VI of the transactions contemplated by, the Capped Call ConfirmationsCompany’s charter.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the Representatives, Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or in connection with the settlement of a restricted stock unit or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company (including individual compensation arrangements) referred to in connection with the Prospectus or (D) the issuance and sale of shares of Common Stock in an amount not to exceed 5% of the currently issued and outstanding shares of Common Stock solely as full or partial consideration for the acquisition of property shares of capital stock or assets of a third party through a merger, stock or upon conversion of securities issued in connection with the acquisition of any property asset purchase or assetssimilar transaction, provided the recipient thereof that such third party agrees in writing to be bound in writing by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsparagraph.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided that such options shall not be vested and exercisable within the recipient thereof agrees in writing 180-day period referred to be bound by the restrictions set forth in this Section 3(m); above, or (D) the entry into, any shares of Common Stock issued pursuant to any non-employee director stock plan or consummation of the transactions contemplated by, the Capped Call Confirmationsdividend reinvestment plan.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesSandler, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided that such options shall not be vested and exercisable within the recipient thereof agrees in writing 180 day period referred to be bound by the restrictions set forth in this Section 3(m); above, or (D) the entry into, any shares of Common Stock issued pursuant to any non-employee director stock plan or consummation of the transactions contemplated by, the Capped Call Confirmationsdividend reinvestment plan.

Restriction on Sale of Securities. During a Except as set forth in this Agreement, during the period of 60 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Company QR Parties will not, without the prior written consent of the RepresentativesXxxxx Fargo Securities, (i) directly or indirectly, : (1) 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 Common Shares Units or any securities convertible into or exercisable or exchangeable for Common Shares Units, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period, (2) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Units or any securities convertible into or exercisable or exchangeable for any Common Units (other than (i) any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoing or Underwriters pursuant to this Agreement, (ii) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the long-term incentive plan described in the Statutory Prospectus and the Prospectus under the caption “Management—Long-Term Incentive Plan,” as such plan is in effect on the date of this Agreement (the “LTIP”), and (iii) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(1), or (3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common SharesUnits or any securities convertible into or exercisable or exchangeable for any Common Units, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Shares or Units, other securities, in cash or otherwise. The foregoing sentence Moreover, if: (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs, or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall not be extended and the restrictions imposed by this Section 3(j) shall continue to apply to 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, as the case may be, unless Xxxxx Fargo Securities waives, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo Securities: (A1) issue the Securities to be sold hereunder; the Underwriters pursuant to this Agreement, (B2) any issue Common Shares issued Units, and options to purchase Common Units, pursuant to the Company’s 2009 Equity Incentive Plan LTIP, (3) issue Common Units upon the exercise of options outstanding on the date of this Agreement or dividend reinvestment planissued after the date of this Agreement under the LTIP, as such options and plan are in each case as effect on the date of this Agreement, and (4) file or cause the filing of the registration statements (including amendments thereto) described in the Prospectus under the captions “The Partnership Agreement — Registration Statement, the General Disclosure Package Rights” and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations“Units Eligible for Future Sale.”

Restriction on Sale of Securities. During a the period of 60 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesDealer Manager, (i) directly or indirectly, : (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or other capital stock of the Company; (B) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock of the foregoing or Company (iiother than any Rule 462(b) Registration Statement filed to register Securities to be sold pursuant to this Agreement); or (C) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for any Common Shares, whether any such swap Stock or transaction described other capital stock of the Company. The restrictions contained in clause clauses (iA) or through (iiC) above is to be settled by delivery of Common Shares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A1) the Securities to be sold hereunder; (B) any Common distribution of the Rights or the offer, issuance and sale of the Shares issued pursuant to the Company’s 2009 Equity Incentive Plan terms of the Rights Offering, (2) the issuance and sale of the Backstop Shares pursuant to the terms of the Private Placement, (3) grants of stock options, stock awards, restricted stock, restricted stock units or dividend reinvestment planother equity awards and the issuance by the Company of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors or consultants of the Company pursuant to the terms of an equity compensation plan in each case effect as of the date hereof and described in the Registration Statement, (4) facilitating the General Disclosure Package and establishment of a trading plan on behalf of a stockholder, officer or director of the Prospectus; (C) any Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsStock, provided that (x) such plan does not provide for the recipient thereof agrees in writing transfer of Common Stock during the restricted period and (y) to be bound the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the restrictions set forth in this Section 3(m); Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the restricted period, or (D5) the entry into, filing of a registration statement or consummation of amendment thereto relating to any equity compensation plan referred to in the transactions contemplated by, the Capped Call ConfirmationsRegistration Statement.

Restriction on Sale of Securities. During a period of 60 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, 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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) Common Stock, options to purchase Common Stock, restricted stock, restricted stock units or long-term incentive units in the Operating Partnership (“LTIP Units”) issued or granted to employees, consultants or directors, in each case pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) issuances of shares of Common Stock or Operating Partnership units, as applicable, pursuant to (x) the exercise, vesting, settlement, conversion or redemption, as applicable, of such options, restricted stock units and LTIP Units and (y) the redemption of units outstanding on the date of the Prospectus, including Common OP Units issued upon conversion of LTIP Units outstanding on the date of the Prospectus, (E) any shares of Common Shares 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, (F) shares of Common Stock transferred in order to comply with the ownership limitations set forth in the Company’s charter, (G) the issuance of or any direct or indirect offers, negotiations or discussions of transactions contemplating the issuance of (x) Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, including Common OP Units or other Operating Partnership Units in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any real property or assets, provided the recipient thereof agrees in writing real property companies, or a joint venture or merger with another company, and (y) Common Stock upon conversion or exchange of any securities issued pursuant to be bound by the restrictions set forth in this Section 3(m); (G)(x) above, or (DH) the entry into, filing of shelf registration statements (including any amendments or consummation of the transactions contemplated by, the Capped Call Confirmationssupplements thereto) in connection with existing contractual commitments.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesCanaccord 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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) shares of Common Stock issued by the Company as a result of anti-dilution provisions in the Company’s 2009 Equity Incentive Plan amended and restated certificate of incorporation as then in effect, or dividend reinvestment plan, in each case as described (D) 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 Common Shares issued provided that, in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetseach case, provided the recipient thereof agrees in writing of such shares of Common Stock or other securities is subject to be bound by substantially the same restrictions set forth as those contained in this Section 3(m3(i); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant to by the Company’s 2009 Equity Incentive Plan or dividend reinvestment planCompany upon the exercise of an option outstanding on the date hereof, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted in connection the ordinary course of business pursuant to existing employee or director compensation plans of the Company (and with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition respect to sales of any property or assetsshares of Common Stock issued pursuant to any such plan, provided the recipient thereof agrees in writing Company shall be permitted to be bound by file a Registration Statement on Form S-8 under the restrictions set forth in this Section 3(m1933 Act); , or (D) any shares of Common Stock issued in the entry into, or consummation ordinary course of business pursuant to any existing dividend reinvestment plan of the transactions contemplated by, the Capped Call ConfirmationsCompany.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided that such options shall not be vested and exercisable within the recipient thereof agrees in writing 180 day period referred to be bound by the restrictions set forth in this Section 3(m); above, or (D) the entry into, any shares of Common Stock issued pursuant to any non-employee director stock plan or consummation of the transactions contemplated by, the Capped Call Confirmationsdividend reinvestment plan.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, Leerink 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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) 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’s 2009 Equity Incentive Plan Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) shares of Common Stock or dividend reinvestment planany securities convertible into, or exercisable for, or exchangeable for, shares of Common Stock issued (1) to lenders or financial institutions in each case as 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) shall not exceed 5% of the total outstanding shares of Common Stock immediately following the issuance of the Securities pursuant to this 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, or (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; provided, that the recipient of any such shares of Common Stock or securities issued pursuant to clauses (B), (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets), provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) or (F) during the entry into, or consummation 180-day restricted period described above shall enter into an agreement substantially in the form of the transactions contemplated by, the Capped Call ConfirmationsExhibit A hereto.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) shares of Common Stock issued by the Company as a result of anti-dilution provisions in the Company’s 2009 Equity Incentive Plan amended and restated certificate of incorporation as then in effect, or dividend reinvestment plan, in each case as described (D) 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 Common Shares issued provided that, in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetseach case, provided the recipient thereof agrees in writing of such shares of Common Stock or other securities is subject to be bound by substantially the same restrictions set forth as those contained in this Section 3(m3(i); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for Class A Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Class A Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Shares Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to , other than (A) upon the Securities to be sold hereunder; exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof, (B) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described stock-based compensation plans of the Company and its subsidiaries referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition establishment of property or assets or upon conversion of securities issued in connection with a trading plan pursuant to Rule 10b5-1 under the acquisition of any property or assets1934 Act, provided that such plan does not provide for the recipient thereof agrees transfer of shares of Common Stock during the 180-day restricted period and the establishment of such plan does not require or otherwise result in writing to be bound by any public filing or other public announcement of such plan during the restrictions set forth in this Section 3(m)180-day restricted period; or (D) the entry intoissuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with (1) the acquisition or license of the securities, business, property, technologies or consummation other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (2) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (1) and (2), the filing of a registration statement with respect thereto, provided that in the case of clause (D), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated byby this Agreement; and provided further that each recipient of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to clause (D) shall execute a lock-up agreement substantially in the form of Exhibit C hereto; (E) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries; or (F) to the extent required by any regulatory authority, law or regulation applicable to the Capped Call ConfirmationsCompany.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock or options to purchase shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Prospectus (including without limitation the issuance of shares of Common Stock or options to purchases shares of Common Stock pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described stock appreciation right exchange offer referred to in the Registration StatementProspectus), the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectus, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) up to an aggregate amount of $25 million of Common Stock to be issued pursuant to one or more acquisitions, provided that the entry into, or consummation recipients of such Common Stock execute agreements stating that such recipient is receiving and holding the transactions contemplated by, Securities received subject to the Capped Call Confirmationsprovisions of this subsection.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (ix)(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 Common Shares Units, Class A Shares, Founder Shares, Warrants, public or private, or any securities convertible into into, or exercisable exercisable, or exchangeable for Common for, Units, Class A Shares, Founder Shares or Warrants or file with or confidentially submit to the Commission any registration statement under the 1933 Act with respect to any of the 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 Units, Class A Shares, Founder Shares or Warrants, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common any Units, Class A Shares, Founder Shares or Warrants or other securities, in cash or otherwise, or (y) release the Sponsor or any officer or director of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision. The Clause (x) of the foregoing sentence shall not apply to (A) the Initial Securities and the Option Securities to be sold hereunder; , (B) any Common Shares issued the issuance and sale of the Private Placement Warrants, (C) registration of the resale of securities under the 1933 Act pursuant to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, Registration Rights Agreement in each case as described in accordance with the terms of the Registration Statement, the General Disclosure Package and the Prospectus; Rights Agreement or (CD) any Common Shares issued issuance of securities in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsCompany’s initial Business Combination.

Restriction on Sale of Securities. During a period of 60 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act (other than a Registration Statement on Form S-8) 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 issuances of shares of Common Shares issued pursuant to Stock or Common Units by the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued Operating Partnership in connection with the acquisition of property hotels and related assets, provided that the recipient of such shares of Common Stock or assets securities convertible into or exercisable or exchangeable for shares of Common Stock shall enter into a lock-up agreement relating to such shares for a period expiring no earlier than 30 days after the date of the Prospectus, or (C) at any time 15 days after the date of this Agreement, dispositions of shares of Common Stock pursuant to the vesting of restricted stock awarded prior to the date of this Agreement and, if applicable, previously reported on Form 4, solely to cover payment of the tax withholding payments due upon conversion vesting with proceeds up to the amount of securities issued such tax withholding payments made in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationssuch vesting.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will notno Xxxxxx Entity will, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, or otherwise transfer or dispose of any Common Shares Units or any securities convertible into or exercisable or exchangeable for Common Shares Units, or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common SharesUnits or any such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; , (B) any Common Shares Units issued pursuant by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any Common Shares Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership referred to in connection with the acquisition Registration Statement, the General Disclosure Package and the Prospectus or the filing of property or assets or upon conversion of securities issued a registration statement on Form S-8 in connection with the acquisition of any property or assets, provided the recipient respect thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) any Common Units issued pursuant to any non-employee director equity plan or distribution reinvestment plan referred to in the entry into, or consummation of the transactions contemplated byRegistration Statement, the Capped Call ConfirmationsGeneral Disclosure Package and the Prospectus.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 for the sale of or otherwise dispose or transfer or dispose any shares of any Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the International Purchase Agreement, (B) any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectuses, (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 Prospectuses, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (CE) any shares of Common Shares Stock issued in connection with the acquisition Reorganization, (F) the issuance of property or assets or upon conversion of securities issued in connection with options under the acquisition of any property or assets, provided Company's stock option plan and the recipient thereof agrees in writing to be bound exercise by the restrictions set forth in this Section 3(m); Company's employees of their rights relating thereto or (DG) the entry into, or consummation filing of a registration statement on Form S-8 under the transactions contemplated by, 1933 Act relating to Common Stock pursuant to the Capped Call ConfirmationsCompany's stock option plan.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, General Disclosure Package and Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; , provided that such options shall not be vested and exercisable within the 180 day period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, the Company may file with the Commission one or more registration statements on Form S-8 for any plans described in clauses (B) or (C) any Common Shares issued in connection with above during the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions restrictive period set forth in this Section 3(m3(j); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 45 days from after the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Securities 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any Common Shares issued by the Securities Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and for purposes of clarity, the Company shall be sold hereunder; permitted to withhold Common Shares to satisfy (1) an employee’s applicable withholding taxes upon the conversion of such securities, and (2) the aggregate exercise price of an option, in each case, with the number of Common Shares withheld by the Company having a fair market value equal to the applicable withholding taxes and/or aggregate exercise price of Common Shares otherwise issuable to the employee, as applicable, (B) any Common Shares issued or options to purchase Common Shares or other equity based awards granted pursuant to existing or proposed employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan, (D) the filing of any registration statement on Form S-8, or (E) the entry into an agreement providing for the issuance of Common Shares or any securities convertible into or exercisable for Common Shares, and the issuance of any such securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of its Subsidiaries of the securities, business, property or other assets of another person or upon conversion of securities issued entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the acquisition issuance of any property or assetssuch securities pursuant to any such agreement, provided that the aggregate number of Common Shares issued pursuant to this clause (E) during the 45-day restricted period shall not exceed 20% of the total number of Common Shares issued and outstanding at the Closing Time, and provided further that any recipient thereof of Common Shares pursuant to this clause (E) agrees in writing to be bound by restrictions substantially similar to those contained in the restrictions set forth in this Section 3(m); or (D) preceding paragraph for the entry into, or consummation balance of the transactions contemplated by, the Capped Call Confirmations45-day restricted period.

Restriction on Sale of Securities. During a period of 60 75 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any Common Shares issued in connection with grants of stock options, restricted stock, notional units or other equity securities to employees, directors or contractors pursuant to the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition terms of any property plan in effect as of the Closing Time, issuances of Common Stock pursuant to the exercise of such options or assetsthe exercise of any other employee stock options or units outstanding on the date hereof, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the entry into, or consummation of the transactions contemplated byRegistration Statement, the Capped Call ConfirmationsGeneral Disclosure Package and the Prospectus, and (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (B), (C) and (D).

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Final Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Final Prospectus, (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 Final Prospectus provided that such options shall not be vested and exercisable within the 90 day period referred to above, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or stock purchase and dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; or (CE) any shares of Common Shares Stock issued by the Company in connection with the an acquisition of property by or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation merger of the transactions contemplated by, the Capped Call ConfirmationsCompany.

Restriction on Sale of Securities. During a period of 60 days from the date Lock-Up Period, each of the ProspectusCompany, the Company Adviser and the Administrator will not, without the prior written consent of each of the Representatives, directly or indirectly: (i) directly or indirectlyissue, 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 of Common Shares Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or other capital stock, (ii) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common SharesStock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or Stock, other capital stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The foregoing sentence shall Notwithstanding anything herein to the contrary, each of the Company, the Adviser and the Administrator may, without the prior written consent of each of the Representatives: (i) after providing the Representatives with at least three business days advance written notice, file or cause the filing of any registration statement under the 1933 Act with respect to any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, provided, however, each of the Company, the Adviser and the Administrator will not apply to enter into any transaction described in clause (Ai) or (ii) above during the Lock-Up Period; (ii) issue Securities to be sold hereunder; (B) any Common Shares issued the Underwriters pursuant to the Company’s 2009 Equity Incentive Plan or this Agreement; and (iii) issue shares of Common Stock pursuant to any dividend reinvestment plan, in each case as plan described in the Registration Statement, the General Disclosure Package and the Prospectus; . If the Representatives, in their sole and absolute discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 5(h) hereof to permit the transfer of shares of Common Stock or other securities by an officer or director of each of the Company, the Adviser and the Administrator 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, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C-2 hereto through a major news service at least two business days before the effective date of the release or waiver. The provisions of this paragraph will not apply if (Ci) any Common Shares issued in connection with the acquisition of property release or assets or upon conversion of securities issued in connection with waiver is effected solely to permit a transfer not for consideration and (ii) the acquisition of any property or assets, provided the recipient thereof agrees transferee has agreed in writing to be bound by the restrictions set forth same terms described in this Section 3(m); or (D) the entry into, or consummation applicable lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transactions contemplated by, the Capped Call Confirmationstransfer.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 for the sale of or otherwise dispose or transfer or dispose any shares of any Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the International Purchase Agreement, (B) any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectuses, (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 Prospectuses, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in (E) the Registration Statement, issuance of options under the General Disclosure Package Company's stock option plan and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound exercise by the restrictions set forth in this Section 3(m); Company's employees of their rights relating thereto or (DF) the entry into, or consummation filing of a registration statement on Form S-8 under the transactions contemplated by, 1933 Act relating to Common Stock pursuant to the Capped Call ConfirmationsCompany's stock option plan.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offeroffer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock of itself or any Subsidiary or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, except for filing a Registration Statement on Form S-4 to register 4,000,000 shares of Common Stock for future acquisitions, and filing a Registration Statement on Form S-8 to register shares of Common Stock for issuance under the Company Stock Option Plans, 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the U.S. Purchase Agreement, (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectuses, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans or other stock option plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectuses, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) up to 4,000,000 shares of Common Stock issued by the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsCompany pursuant to a Registration Statement on Form S-4.

Restriction on Sale of Securities. During For a period of 60 180 days from the date of the Prospectus, without your prior written consent, the Company will not, without the prior written consent of the Representatives, not (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 right, or warrant to purchase purchase, or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Securities 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash cash, or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares to be sold hereunder; (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in of the Registration Statement, the General Disclosure Package Commitment Prospectus and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with each of the acquisition of property or assets or upon conversion of securities issued in connection with Commitment Prospectus and the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m)Prospectus; or (D) the entry into, or consummation filing of a registration statement on Form S-8 as contemplated by each of the transactions contemplated by, Commitment Prospectus and the Capped Call ConfirmationsProspectus.

Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, without the written consent of Leerink Xxxxx and LCM: (i) offer, pledge, sell, issue, 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 of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or Stock, (ii) enter into any swap or any other agreement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise, or (iii) file with the Commission a registration statement under the 1933 Act relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to take any such action. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder; , (Bb) any the issuance by the Company of shares of Common Shares issued pursuant to Stock upon the Company’s 2009 Equity Incentive Plan exercise of an option or dividend reinvestment plan, warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in each case as writing or that is described in the Registration StatementGeneral Disclosure Package and the Prospectus, (c) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus; provided that, prior to the grant of any such stock options or other stock-based awards pursuant to this clause (Cc) that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto, (d) 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 under any employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8) or (e) the issuance by the Company of shares of Common Shares issued Stock or securities convertible into or exercisable for Common Stock in connection with the a transaction with an unaffiliated third party that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or an acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of a majority or controlling portion of the equity securities of another company; provided that the number of shares of Common Stock issued or issuable pursuant to this clause (e) shall not exceed 5% of the issued and outstanding Common Stock immediately after the Closing Time, and any property recipient of Common Stock or assetssecurities convertible into or exercisable for Common Stock pursuant to this clause (e) executes and delivers to the Representatives a lock-up agreement covering such Common Stock or securities substantially in the form of Exhibit A hereto. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date of the Prospectus or such earlier date that Leerink Xxxxx and LCM consent to in writing. Notwithstanding the foregoing, provided if (A) during the recipient thereof agrees in writing last 17 days of the initial 90-day Lock-Up Period the Company issues an earnings release or material news or a material event relating to be bound by the restrictions set forth in this Section 3(m)Company occurs; or (DB) prior to the entry into, or consummation expiration of the transactions contemplated byinitial 90-day Lock-Up Period, the Capped Call ConfirmationsCompany announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Lock-Up Period shall continue until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Leerink Xxxxx and LCM of any earnings release, news or event that may give rise to an extension of the initial 90-day Lock-Up Period.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued in connection with or options to purchase Common Stock granted to any existing or future employee of the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsCompany, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) the entry intoregistration of shares of Common Stock owned by any Selling Stockholder pursuant to the Registration Rights Agreement, or consummation of but only to the transactions contemplated by, the Capped Call Confirmationsextent that Xxxxxxx Xxxxx releases such Selling Stockholder from its obligations under Section 1(b)(vi) hereunder.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities registered pursuant to be sold hereunder; the Registration Statement, (B) any options to purchase Common Shares Stock granted pursuant to the 1998 Stock Option Plan, as such term is defined in documents incorporated by reference in the Prospectus, (C) the exercise of the options referred to in clause (B) immediately above, (D) the exchange of equity interests referred to in Section 5(j) below, (E) securities issued pursuant to the Company’s 2009 Equity Incentive Plan Xxxxxx Xxxx'x employment agreement or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (CE) any Common Shares securities issued in connection with the acquisition of property as consideration for a merger or assets or upon conversion acquisition; PROVIDED, HOWEVER, that any recipient of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to under clauses (E) and (F) immediately above shall be bound by the restrictions set forth in of this Section 3(m); or (D3(j) and shall enter into an agreement substantially in the entry into, or consummation form of the transactions contemplated by, the Capped Call ConfirmationsExhibit B hereto.

Restriction on Sale of Securities. During a the period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx International, 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 Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance of the Securities to be being sold hereunder; hereunder and under the U.S. Purchase Agreement by the Company, (B) any issuance of Common Shares issued pursuant Stock by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectuses, the General Disclosure Package and the Prospectus; (C) any issuance of Common Shares issued Stock, or any grant of options to purchase Common Stock, pursuant to existing employee benefit plans of the Company referred to in connection with the Prospectuses, (D) any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock by the Company in consideration of the acquisition by the Company from a third party of property or a business (whether through a merger, sale of assets or upon conversion of securities issued in connection with the acquisition of any property securities, or assetsotherwise), provided the recipient thereof that each transferee of such Common Stock or securities agrees in a writing in form and substance reasonably satisfactory to Xxxxxxx Xxxxx International to agree to be bound by the restrictions set forth in this Section 3(m); or (D) provisions hereof as if it was the entry intoCompany, or consummation the filing by the Company of a registration statement under the transactions contemplated by, the Capped Call Confirmations1933 Act with respect to such issuance and acquisition.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the U.S. Purchase Agreement, (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; Prospectuses or (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in connection with the acquisition Prospectuses; provided, however, that notwithstanding the preceding clauses (B) and (C), -------- ------- the Company agrees that it will not issue shares of property or assets or Common Stock for 180 days after the date of the Prospectus upon conversion of securities issued in connection with the acquisition exercise of any property or assets, provided options to acquire Common Stock if the recipient thereof agrees in writing vesting of such options has been accelerated during such period pursuant to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation terms of the transactions contemplated by, the Capped Call Confirmationsemployee benefit plans under which such options were issued.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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 Common Shares issued pursuant to the Company’s 2009 Equity Incentive Share Award Plan or any dividend reinvestment planPlan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth issued to RMR in this Section 3(m); or payment of its incentive fee, (D) the entry intoissuance of any Common Shares to owners of any assets, property or consummation business 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 assets, property or business; provided that no more than an aggregate of five percent (5%) of the transactions contemplated bynumber of Common Shares outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; and provided, further, that Xxxxxxx Xxxxx receives a signed lock-up agreement in substantially the Capped Call Confirmationsform of Exhibit A hereto for the balance of the 60-day restricted period from the recipients receiving Common Shares in connection with any such acquisitions, (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clause (B), (C) and/or (D) and (F) the filing with the Commission of a universal shelf registration statement on an appropriate form under the 1933 Act.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of options or warrants or the conversion of other securities outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any equity awards granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus and (D) issuances of up to 500,000 shares of Common Shares Stock, or any securities convertible, exercisable or exchangeable for Common Stock, issued by the Company in connection with the acquisition of property or businesses, technologies, assets or upon conversion Intellectual Property of securities issued in connection with the acquisition of any property or assetsanother entity, provided that, in each case, the Representative shall have received an agreement substantially in the form of Exhibit C hereto signed by the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationssuch securities.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesBofA and Xxxxx 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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; , (B) the issuance and sale of any shares of Common Shares issued Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to the Company’s 2009 Equity Incentive Plan any existing employee benefit or dividend reinvestment equity incentive plan, in each case as described employee stock purchase plan, stock bonus plan, non-employee director stock plan, or other plan or arrangement of the Company (each, a “Company Plan”) referred to in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) the issuance of shares of Common Stock issuable upon the conversion of securities or the exercise of warrants or options outstanding at the Applicable Time, or issued thereafter pursuant to a Company Plan, (E) the filing of one or more registration statements on Form S-8 relating to any Company Plan; and (E) the issuance of shares of Common Shares issued Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into an agreement to issue shares of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction, or the acquisition or license of property the business, property, technology or other assets of another individual or upon conversion entity, or the assumption of securities issued an employee benefit plan in connection with such a merger or acquisition, provided, however, that the acquisition aggregate number of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry intoshares of Common Stock, or consummation any securities convertible into or exercisable for shares of Common Stock, that the Company may issue or agree to issue pursuant to this clause (E) shall not exceed 5.0% of the transactions contemplated bytotal outstanding shares of Common Stock immediately following the issuance of the Securities, and provided, further, that the Capped Call Confirmationsrecipients of such securities provide to the Representatives a duly executed lock-up letter in the form described in Section 3(j) hereof.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesCoordinators, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; Prospectus or (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus. Notwithstanding the foregoing, the Company may issue shares of Common Stock in connection with the acquisition acquisitions of property or assets or upon conversion of securities issued in connection with the acquisition of any property other companies or assets, provided that the recipient transferee of such shares of Common Stock thereof agrees in writing to be bound in writing by the restrictions restriction set forth in this Section 3(m3(j); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative (which consent shall not be unreasonably withheld, conditioned or delayed), (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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or any shares of Common Stock issued upon conversion thereof, (B) any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company (including, without limitation, the Company’s 2005 Equity Incentive Plan), (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; , (E) the repurchase for cash of the Company’s outstanding 4.00% Convertible Senior Notes Due 2018 or (F) the entry into the transactions contemplated by the Capped Call Confirmations. Nothing in this Section 3(i) shall prevent the Company from filing any registration statements on Form S-8 or S-4 relating to the issuance of securities pursuant to clauses (A), (B), (C), (D), or (E) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions (F) set forth in this Section 3(m3(i); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxx Brothers, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans or employment agreements of the Company approved by the Board of Directors of the Company, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan or any non-employee dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (CE) any shares of Common Shares Stock issued in connection with mergers, acquisitions or other business combination transactions, (F) the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition filing of any property or assets, provided universal shelf registration statement under the recipient thereof agrees in writing to be bound by 1933 Act covering securities of the restrictions set forth in this Section 3(m); Company or (DG) the entry into, or consummation filing of any registration statement under the transactions contemplated by, the Capped Call Confirmations1933 Act covering resales of shares of Common Stock.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the International Purchase Agreement, or in connection with the Combination as described in the Prospectuses, (B) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; Prospectuses or (C) any shares of Common Shares Stock issued in connection with acquisitions by the acquisition Company of property or assets or upon conversion of securities other businesses, provided that, (except with respect to shares issued in connection with transactions in which the acquisition issuance or resale of any property or assets, provided such shares will not be registered under the recipient thereof agrees 1933 Xxx) xxe recipients of such shares agree in writing for the benefit of the U.S. Underwriters not to be bound by the restrictions set forth take any action described in this Section 3(m); clauses (i) or (Dii) above with respect to such shares until the entry into, or consummation expiration of 180 days from the date of the transactions contemplated by, the Capped Call ConfirmationsProspectuses.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise, exchange or redemption of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any shares of Common Shares issued Stock 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 connection with the acquisition of property or assets or upon conversion of securities issued in connection with Registration Statement, the acquisition of any property or assetsGeneral Disclosure Package and the Prospectus, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the entry intoRegistration Statement, the General Disclosure Package and the Prospectus, (E) 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 consummation in conjunction with any joint venture transaction, made to any seller of such real property or such joint venture interest (and the filing of any 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 form of Exhibit C hereto agreeing to restrictions on the transfer of such shares for the remaining lockup period, or (F) any shares of Common Stock or warrants issued by the Company upon the amendment, exercise, exchange or redemption of warrants outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the transactions contemplated by60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Capped Call ConfirmationsCompany 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 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 waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act (other than a Registration Statement on Form S-8) 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 issuances of shares of Common Shares issued pursuant to Stock or Common Units by the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued Operating Partnership in connection with the acquisition of property hotels and related assets, provided that the recipient of such shares of Common Stock or assets securities convertible into or exercisable or exchangeable for shares of Common Stock shall enter into a lock-up agreement relating to such shares for a period expiring no earlier than 60 days after the date of the prospectus, (C) issuance of shares of Common Stock issuable upon exchange of currently outstanding 4.60% Exchangeable Notes or conversion of securities issued currently outstanding shares of Series C Cumulative Convertible Preferred Stock, or (D) issuances of shares of Common Stock issuable in connection with the acquisition of any property or assets, provided Company’s 2004 long-term incentive plan and senior management incentive plan described in the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsProspectus.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus (including any document incorporated by reference therein), the General Disclosure Package and the Prospectus; or (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee equity incentive plans of the Company referred to in connection with the acquisition of property Prospectus (including any document incorporated or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsdeemed to be incorporated by reference therein), provided that such options issued or granted on or after the recipient thereof agrees in writing date hereof shall not be vested and exercisable within the 90-day period referred to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsabove.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company such Selling Shareholder will not, without the prior written consent of the RepresentativesMxxxxxx 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 of, directly or indirectly, any Common Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common any Ordinary Shares or file ADSs or file, or cause to be filed, 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 Sharesany Ordinary Shares or ADSs, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common any Ordinary Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunderhereunder and (b) transactions in the Ordinary Shares or ADSs or other securities of the Company acquired in open market transactions after the Closing Time. In addition, if the Selling Shareholder is an entity, the entity may transfer their Ordinary Shares or ADSs to any affiliate of such entity; provided, however, that in any such case, (Ba) it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such securities subject to the provisions of this Agreement and there shall be no further transfer of such securities except in accordance with this Agreement, (b) any Common Shares issued pursuant to such transfer shall not involve a disposition for value, and (c) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Company’s 2009 Equity Incentive Plan 1934 Act shall be required or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation expiration of the transactions contemplated by, the Capped Call Confirmations90-day period referred to above).

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the International Purchase Agreement, (B) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, Prospectuses or shares issuable upon the General Disclosure Package and conversion of preferred stock or the Prospectus; exercise of warrants or (C) any shares of Common Shares Stock issued in connection with acquisitions by the acquisition Company of property or assets or upon conversion of securities other businesses, provided that, (except with respect to shares issued in connection with transactions in which the acquisition issuance or resale of any property or assets, provided such shares will not be registered under the recipient thereof agrees 1933 Act) the recipients of such shares agree in writing for the benxxxx xx the U.S. Underwriters not to be bound by the restrictions set forth take any action described in this Section 3(m); clauses (i) or (Dii) above with respect to such shares until the entry into, or consummation expiration of 180 days from the date of the transactions contemplated by, the Capped Call ConfirmationsProspectuses.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other ether agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash c ash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; , (B) any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (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 Prospectus, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; or (CE) any shares of Common Shares Stock or securities convertible into or exchangeable for Common Stock issued in connection with acquisitions (by purchase, merger or otherwise) of other entities (or substantially all of the acquisition of property or assets or upon conversion operations of other entities) if the recipients of such securities issued each executes a lock-up agreement with Xxxxxxx Xxxxx in connection with form and substance substantially similar to the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions lock-up set forth in this Section 3(m3(j); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a the period of 60 days from commencing on the date of this Agreement (the Prospectus"COMMENCEMENT DATE") and ending 180 days thereafter, the Company will not, without the prior written consent of the RepresentativesGlobal 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise; provided, however, the Company may issue shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with strategic business relationships, including marketing and distribution business relationships, only if such transferee executes and delivers to Xxxxxxx Xxxxx an agreement in the same form and content, and with the same expiration date, as the form of lock-up agreement attached hereto as Exhibit C-1 or Exhibit C-2, as the case may be. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Securities Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to be sold hereunder; in the Prospectuses or (B) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, the General Disclosure Package Prospectuses and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsregistration statements filed related thereto.

Restriction on Sale of Securities. During For a period of 60 days from commencing on the date hereof and ending on the 90th day after the date of the ProspectusFinal Offering Memorandum, the Company will notagrees not to, without the prior written consent of the Representativesdirectly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to selloffer for sale, 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 (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock, or file any registration statement under the 1933 Act sell or grant options, rights or warrants with respect to any shares of the foregoing Common Stock or securities convertible into or exchangeable for shares of Common Stock, (ii) enter into any swap or any other agreement or any derivatives transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence benefits or risks of ownership of the such shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative, on behalf of the Initial Purchasers, and to cause each officer and director of the Company set forth on Schedule D hereto to furnish to the Representative, prior to the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or any Conversion Shares, (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant, the vesting and settlement of any restricted stock unit or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; Final Offering Memorandum, (C) any shares of Common Shares Stock issued or options to purchase Common Stock or restricted stock units granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Final Offering Memorandum, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the General Disclosure Package and the Final Offering Memorandum, (E) any registration statement on Form S-8 covering securities referred to in clauses (C) and (D) above, (F) the entry into any agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or upon conversion of securities issued entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the acquisition issuance of any property or assetssuch securities pursuant to any such agreement, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (DG) the entry intointo any agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or consummation other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided, that in the case of clauses (F) and (G), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated byby this Agreement and provided further that each recipient of shares of Common Stock pursuant to clauses (F) or (G) shall, on or prior to such issuance, execute a lock-up agreement substantially in the Capped Call Confirmationsform of Exhibit A hereto.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (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 Prospectus provided that such options shall not be vested and exercisable within 90 day period referred to above, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non employee director stock plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; or (CE) any shares of Common Shares Stock issued in connection with pursuant to the acquisition Agreement and Plan of property or assets or upon conversion of securities issued in connection with Merger dated January 25, 2012, between the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.Company and VIST Financial Corp.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, Xxxxx Xxxxxxxx (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase or otherwise transfer sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of any option to purchase or other sale or disposition) of (a) any shares of Common Shares Stock or any securities substantially similar thereto or (b) any other securities convertible into into, or exchangeable or exercisable for, shares of Common Stock or exchangeable for Common Shares securities substantially similar thereto, beneficially owned (within the meaning of Rule 13d-3 under 0000 Xxx) by such person on the date thereof or thereafter acquired, (ii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than on Form S-8) or (iiiii) 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or other securitiessecurities substantially similar thereto, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; , (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Prospectus or (D) the entry into, or consummation any shares of the transactions contemplated by, the Capped Call ConfirmationsCommon Stock issued pursuant to any non-employee director stock plan.

Restriction on Sale of Securities. During a period of 60 90 days from the date of this Agreement (the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the Exchange Act Regulations, or otherwise transfer or dispose of or transfer any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock, or file any registration statement under the 1933 Securities Act with respect to any of the foregoing or (ii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesShares or such other securities, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of any shares of Common Shares Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares to be sold hereunder; , (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; or (C) any shares of Common Shares Stock issued or options, restricted stock units or other securities granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectus, provided that such options, restricted stock units or other securities shall not be vested and exercisable within the recipient thereof agrees in writing Lock-Up Period. The foregoing sentence shall not apply to the Firm Shares or the Option Shares to be bound by sold hereunder or any shares of Common Stock issuable in the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsMerger.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option, right or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options or rights to purchase or receive Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectus, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) the entry intoanti-dilution right pursuant to that certain Stock Purchase and Support Agreement dated August 21, or consummation of 2007 between the transactions contemplated byCompany and Infinity World, the Capped Call ConfirmationsLLC.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with Prospectus provided that such options shall not be vested and exercisable within the acquisition of any property or assets, provided the recipient thereof agrees in writing 90 day period referred to be bound by the restrictions set forth in this Section 3(m); above or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) any shares of Common Stock issued by the entry into, or consummation of Company pursuant to the transactions contemplated by, the Capped Call ConfirmationsPreferred Shares Rights Agreement.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesCoordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities registered pursuant to be sold hereunder; the Registration Statement, (B) any options to purchase Common Shares Stock granted pursuant to the 1998 Stock Option Plan, as such term is defined in the Prospectus, (C) the exercise of the options referred to in clause (B) immediately above, (D) the exchange of equity interests referred to in Section 5(k) below, (E) securities issued pursuant to the Company’s 2009 Equity Incentive Plan Xxxxxx Xxxx'x employment agreement or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (CF) any Common Shares securities issued in connection with the acquisition of property as consideration for a merger or assets or upon conversion acquisition; provided, however, that any recipient of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to under clauses (E) and (F) immediately above shall be bound by the restrictions set forth in of this Section 3(m); or (D3(j) and shall enter into an agreement substantially in the entry into, or consummation form of the transactions contemplated by, the Capped Call ConfirmationsExhibit B hereto.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant to by the Company’s 2009 Equity Incentive Plan Company upon the exercise of an option or dividend reinvestment planwarrant or the conversion of a security, in each case as described case, that is outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any shares of Common Shares 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 in reliance upon NASDAQ Marketplace Rule 5635(c)(4), provided such shares or options do not vest during the period of 90 days from the date of the Prospectus, or (D) the issuance of Common Stock in connection with the acquisition by the Company or one or more of property or its subsidiaries of the assets or upon conversion capital stock of securities issued in connection with another person or entity, whether through merger, asset acquisition, stock purchase or otherwise, provided that the acquisition recipient of any property or assets, provided such shares of Common Stock shall execute and deliver to the recipient thereof agrees Representative an agreement substantially in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation form of the transactions contemplated by, the Capped Call ConfirmationsExhibit B hereto.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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 Common Shares issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with Registration Statement, the acquisition of any property or assets, provided General Disclosure Package and the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Prospectus or (D) any shares of Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the entry into, or consummation of the transactions contemplated byRegistration Statement, the Capped Call ConfirmationsGeneral Disclosure Package and the Prospectus.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any shares of Common Stock issued or any options to purchase Common Stock granted pursuant to any non-employee director stock plan, (E) the filing of any registration statement under the 1933 Act pursuant to the exercise of any demand registration rights granted prior to the date hereof and referred to in the Prospectus, or (F) any shares of Common Stock issued in connection with the any acquisition or business combination; provided that if any shares of property or assets or upon conversion of securities Common Stock are issued in connection with the any acquisition or business combination, each recipient of any property or assets, provided the recipient thereof agrees in writing such shares shall agree to be bound by this subsection (j) for so long as the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsCompany is so bound.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesCanaccord, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any shares of Common Shares Stock issued in connection with or options to purchase Common Stock granted pursuant to employee benefit or stock compensation plans of the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Company or (D) the entry intoshares of Common Stock to be issued to officers or consultants; provided that, or consummation of the transactions contemplated byin each case, the Capped Call Confirmationsrecipient of such shares of Common Stock or other securities is subject to restrictions similar to or greater than those contained in this Section 3(i).

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, and will not publicly disclose the intention to, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder; , (B) the issuance of any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto, (E) any shares of Common Stock issued to directors in each case as described in lieu of directors’ fees, and any registration related thereto, and (F) any post-effective amendment to the Registration Statement, Statement filed solely to add exhibits to the General Disclosure Package Registration Statement and the Prospectus; (C) any Common Shares issued in connection which post-effective amendment becomes effective immediately upon filing with the acquisition of property or assets or upon conversion of securities issued Commission in connection accordance with Rule 462(d) under the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations1933 Act.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Securities to be sold hereunder; (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted, as referred to in connection the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to existing employee benefit or equity compensation plans of the Company; (D) any shares of Common Stock issued, as referred to in the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to any non-employee director stock plan; or (E) any shares of Common Stock transferred in order to comply with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions ownership limitations set forth in this Section 3(m); or (D) the entry into, or consummation Article VI of the transactions contemplated by, the Capped Call ConfirmationsCompany’s charter.

Restriction on Sale of Securities. During a the period of 60 days commencing on and including the date hereof and ending on and including the 90th day from the date of the ProspectusFinal Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of each of the Representatives (which consent may be withheld at the sole discretion of the Representatives), (i) directly or indirectly, offer, pledge, sellsell (including, without limitation, any short sale), 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, or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the 1934 Act, or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwiseotherwise or publicly announce the intention to do any of the foregoing. The foregoing sentence limitations shall not apply to (A) the Securities to be sold hereunder; , (B) any Common Shares issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementFinal Prospectus, the General Disclosure Package and the Prospectus; (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Final Prospectus provided that such options shall not be vested and exercisable within the 90 day period referred to above, (D) any Common Shares issued pursuant to any non-employee director stock plan or stock purchase and dividend reinvestment plan, (E) any Common Shares issued by the Company in connection with an acquisition by or merger of the acquisition Company. Notwithstanding the foregoing, if: (1) during the last 17 days of property the Lock-Up Period the Company issues an earnings release or assets material news or upon conversion of securities issued in connection with a material event relating to the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m)Company occurs; or (D2) prior to the entry into, or consummation expiration of the transactions contemplated byLock-Up Period, the Capped Call ConfirmationsCompany announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 Common ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common ADSs or Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common ADSs or 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 Common ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued or options to purchase ADSs or Ordinary Shares granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (CD) any Common ADSs or Ordinary Shares issued pursuant to any non-employee director equity plan or dividend reinvestment plan referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with Registration Statement, the acquisition of any property or assets, provided General Disclosure Package and the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m)Prospectus; or (DE) the entry into, filing by the Company of any registration statement on Form S-8 or consummation of the transactions contemplated by, the Capped Call Confirmationsa successor form thereto.

Restriction on Sale of Securities. During a period of 60 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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 Common Shares issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in connection with the Prospectus, (D) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan, (E) Common Shares issued upon conversion of units of the Operating Partnership (the "Units"), (F) Common Shares or Units issued by the Company as consideration for the acquisition of real property or assets a business similar or upon conversion of securities issued in connection with complementary to the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Company or (DG) Common Shares issued pursuant to the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsCompany's dividend reinvestment and share purchase plan.

Restriction on Sale of Securities. During a the period of 60 90 days from the date of this Agreement (the Prospectus“Restricted Period”), the Company will not, without the prior written consent of the RepresentativesXxxxx, Xxxxxxxx & Xxxxx, Inc., 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 any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementPreliminary Prospectus and Prospectus under the heading “Prospectus Supplement Summary—The Offering”, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to any existing benefit plans for officers or directors of the Company or the Company’s dividend reinvestment and stock purchase plan, (D) in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the proposed acquisition of any property business or assetsany portion thereof, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (DE) any transfer, sale or other disposition with the entry intoprior written consent of Xxxxx, or consummation of the transactions contemplated byXxxxxxxx & Xxxxx, the Capped Call Confirmations.Inc.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the U.S. Purchase Agreement, (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectuses, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) any options, restricted stock or other stock-based awards of the Company issued or granted to employees, officers or directors of the Company in connection with the acquisition replacement of property stock-based awards of Parent or assets any shares of Common Stock issued upon exercise of such options or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsother awards.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal Coordinator, 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 for the sale of, or otherwise transfer or dispose of or transfer any shares of Common Shares Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; , under the International Purchase Agreement, the Standby Subscription Agreement and any other agreement relating to the Directed Share Subscription Program and the Safeguard UIT [and the IBM private placement securities], (B) any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectuses, (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 Prospectuses or (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any Common Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common its Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold to the Underwriter hereunder; . The Company may, however, (Bi) any Common Shares issued grant options to purchase Ordinary Shares, restricted share units or other equity based compensation pursuant to its existing equity compensation plans, (ii) issue Ordinary Shares upon the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statementconversion of outstanding class A shares, the General Disclosure Package exercise of warrants for Ordinary Shares or class A shares, or the exercise of outstanding options, restricted share units and other equity incentive awards under the Prospectus; existing equity compensation plans and (Ciii) any Common Shares issued in connection after 15 days following the Additional Closing Time, file a registration statement with the acquisition Commission pursuant to Rule 415 under the 1933 Act for the registration of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsOrdinary Shares, provided the recipient thereof agrees in writing preference shares, debt securities, warrants and other securities, commonly referred to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsas a “universal shelf.”

Restriction on Sale of Securities. During a period of 60 75 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (CD) any shares of Common Shares Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in connection with the acquisition Registration Statement, the General Disclosure Package and the Prospectus; (E) the adoption of property or assets or upon conversion of a new equity incentive plan and issue securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing pursuant to be bound by the restrictions set forth in this Section 3(m)such plan; or (DF) the entry into, filing by the Company of any registration statement on Form S-8 or consummation of the transactions contemplated by, the Capped Call Confirmationsa successor form thereto.

Restriction on Sale of Securities. During a period of 60 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesCredit Suisse, (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 Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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 Common Shares issued pursuant restricted share units, or other awards, granted by the Company to the Company’s trustees, executive officers and other employees of the Manager and/or the Servicer or any affiliate thereof under the Company’s 2009 Equity Incentive Plan or dividend reinvestment planthe issuance of Common Shares to such trustees, in each case as described in executive officers or other employees upon the Registration Statementvesting of such restricted share units, the General Disclosure Package and the Prospectus; (C) any the issuance of Common Shares issued in connection with upon the acquisition exchange of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsPennyMac Corp.’s 5.375% Exchangeable Senior Notes Due 2020, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation issuance of Common Shares upon the conversion of the transactions contemplated by, Company’s 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest or (E) the Capped Call Confirmationsissuance of Common Shares upon the conversion of the Company’s 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest.

Restriction on Sale of Securities. During a the period of 60 days from commencing on the date of this Agreement (the Prospectus"COMMENCEMENT DATE") and ending 180 days thereafter, the Company will not, without the prior written consent of the RepresentativesGlobal 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, the Company may issue shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with strategic business relationships, including marketing and distribution business relationships, only if such transferee executes and delivers to Xxxxxxx Xxxxx an agreement in the same form and content, and with the same expiration date, as the form of lock-up agreement attached hereto as Exhibit C-1 or Exhibit C-2, as the case may be. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Securities Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to be sold hereunder; in the Prospectuses or (B) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, the General Disclosure Package Prospectuses and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsregistration statements filed related thereto.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (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 or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectus, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, any shares of Common Stock issued pursuant to any non-employee director stock plan or consummation dividend reinvestment plan or (E) any shares of Common Stock or any securities convertible or exchangeable into Common Stock issued as payment of any part of the transactions contemplated bypurchase price for businesses which are acquired by the Company (provided, however, that such shares shall be subject to restrictions that will prohibit the Capped Call Confirmationstransfer thereof until after the expiration of the 180-day lock-up period described in the preceding sentence).

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxx Brothers 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan and (E) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock issued by the Company as consideration or partial consideration for business acquisitions or in connection with the acquisition formation of property joint ventures, strategic partnerships or assets or upon conversion of securities issued in connection with the acquisition of any property or assetscollaborations, provided that the recipient thereof agrees value of such shares of Common Stock or securities do not exceed $20,000,000 in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation aggregate as of the transactions contemplated by, the Capped Call Confirmationsdate of issuance.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (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 or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder; , (Bb) any shares of Common Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus or the documents incorporated therein by reference, (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 Prospectus or the documents incorporated therein by reference, (d) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in or (e) warrants to purchase Common Stock issued by the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued Company in connection with a business acquisition, but only if such warrants may not be exercised for or converted into shares of Common Stock prior to the acquisition of property or assets or upon conversion of securities issued in connection with date which is 90 days after the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsdate hereof.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesCanaccord, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package Package, the Prospectus and the Prospectus; Final Canadian MJDS Supplement, (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted or to be granted pursuant to an equity incentive plan or stock option plan of the Company referred to in the Registration Statement, the General Disclosure Package, the Prospectus and the Final Canadian MJDS Supplement; (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (E) the request to the Commission for acceleration of effectiveness the Resale Form S-3, or (F) issuances of Common Stock or securities exercisable for, convertible into or exchangeable for Common Stock in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the acquisition Company; provided that in the case of property or assets or upon conversion clause (F), that such issuances shall not be greater than 5% of securities issued in connection with the acquisition total outstanding shares of any property or assets, provided the recipient thereof agrees in writing Company immediately following the initial closing hereunder and the recipients of such shares of Common Stock agree to be bound by a lockup letter in the restrictions set forth in this form executed by directors, officers and certain stockholders pursuant to Section 3(m); or (D5(i) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationshereof.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesLeerink 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted to employees, directors and/or consultants of the Company pursuant to the employee benefit and stock plans described in the Prospectus, (D) a Novartis Issuance; or (E) the issuance of up to an aggregate of 3,000,000 shares of Common Stock in connection with the any strategic transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of property or assets or upon conversion not less than a majority or controlling portion of the equity of another entity, provided that any such shares of Common Stock and securities issued in connection with pursuant to this clause (E) during the acquisition of any property or assets, provided the recipient thereof agrees in writing 60-day restricted period described above shall be subject to be bound by the restrictions set forth in this Section 3(m); or (D) described above for the entry into, or consummation remained of the transactions contemplated by, the Capped Call Confirmationssuch restricted period.

Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Securities to be sold hereunder; (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted, as referred to in connection the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to existing employee benefit or equity compensation plans of the Company; (D) any shares of Common Stock issued, as referred to in the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to any non-employee director stock plan; or (E) any shares of Common Stock transferred in order to comply with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions ownership limitations set forth in this Section 3(m); or (D) the entry into, or consummation Article VI of the transactions contemplated by, the Capped Call ConfirmationsCompany’s charter.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representativesboth Xxxxxxx Xxxxx and X.X. 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (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 Prospectus, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non- employee director stock plan or dividend reinvestment plan, in each case as described in or (E) the Registration Statement, issuance by the General Disclosure Package and the Prospectus; (C) any Company of shares of Common Shares issued Stock or rights to acquire Common Stock in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation Shareholder Rights Plan of the transactions contemplated byCompany, the Capped Call Confirmationsdated as of September 17, 2001.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (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 Prospectus, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; or (CE) any shares of Common Shares Stock issued in connection with by the acquisition Company as a result of property or assets or upon conversion acquisitions where such shares of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing Common Stock are subject to be bound by the restrictions set forth herein, (F) any shares of Common Stock sold pursuant to a registration demanded under any registration rights described in this Section 3(m); the Prospectus, or (DG) any shares of Common Stock issued by the entry into, or consummation Company to the trust of the transactions Company's pension plan as contemplated by, by the Capped Call ConfirmationsProspectus.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the U.S. Purchase Agreement or in connection with the Combination as described in the Prospectuses, (B) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; Prospectuses or (C) any shares of Common Shares Stock issued in connection with acquisitions by the acquisition Company of property or assets or upon conversion of securities other businesses, provided that, (except with respect to shares issued in connection with transactions in which the acquisition issuance or resale of any property or assets, provided such shares will not be registered under the recipient thereof agrees 1933 Xxx) xxe recipients of such shares agree in writing for the benefit of the International Managers not to be bound by the restrictions set forth take any action described in this Section 3(m); clauses (i) or (Dii) above with respect to such shares until the entry into, or consummation expiration of 180 days from the date of the transactions contemplated by, the Capped Call ConfirmationsProspectuses.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and or the Prospectus; , (C) any shares of Common Shares Stock issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth Company as a result of anti-dilution provisions in this Section 3(m); the Company’s amended and restated certificate of incorporation, as amended, as then in effect, or (D) the entry into, any shares of Common Stock issued or consummation options to purchase Common Stock granted pursuant to employee benefit plans of the transactions contemplated byCompany referred to in the Registration Statement, the Capped Call Confirmations.General Disclosure Package or the Prospectus or otherwise to prospective employees; provided that, in each case, if required to do so by the terms of this Agreement, the recipient of such shares of Common Stock or other securities has executed a Lock-Up Agreement in the form of Exhibit B.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (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 or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) shares of Common Stock issued in connection conjunction with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(mCompany of another company or any asset thereof; provided, however, that notwithstanding the preceding clauses (B); , (C) or (D) the entry into, or consummation Company agrees that it will not issue shares of Common Stock for 180 days after the date of the transactions contemplated by, Prospectus upon the Capped Call Confirmations.exercise of any options to acquire Common Stock if the

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, each of the Company Selling Stockholders set forth in Schedule B, will not, without the your prior written consent of the Representativesconsent, (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, directly or indirectly, any share of any Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the U.S. Purchase Agreement, (B) any the exercise of an option to purchase Common Shares issued pursuant to Stock or the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any surrender of shares of Common Shares issued Stock of an option in connection with the acquisition exercise of property an option, in each case, pursuant to existing employee benefit plans (including any shares of Common Stock to be added to any such plan at the 1998 Annual Meeting of the Stockholders of the Company) of the Company referred to in the Prospectus, (C) transfers by way of testate or assets intestate succession or upon conversion operation of securities issued law, (D) transfers to immediate family members of such Selling Stockholder or a trust or other entity of all of the beneficial interests which are held by such Selling Stockholder and (E) transfers to charitable organizations; PROVIDED that, in connection with the acquisition case of any property or assetstransfers pursuant to clauses (C), provided (D) and (E) of this sentence, the recipient thereof agrees in writing transferee shall have agreed to be bound by the restrictions set forth on transfer contained in this Section 3(mparagraph (vii); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 days from the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) directly issue, sell, offer or indirectlyagree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Company or securities of the Company that are convertible into, or exchangeable for, the offered Securities or such other debt securities, (ii) 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, lend or otherwise transfer or dispose of, directly or indirectly, any shares of any Common Shares Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for Common Shares Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common SharesStock, or any securities convertible into or exchangeable or exercisable for or exchangeable for Common Stock, whether any such swap or transaction described in clause (iii) or (iiiii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; 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 or any other registration statement filed pursuant to registration rights described in the Disclosure Package and the Final Offering Memorandum and (C) shares of Common Shares Stock to be issued pursuant to the Company’s 2009 Equity Incentive Plan existing employee stock option plans (including reload options) existing on, or dividend reinvestment plan, in each case upon the conversion or exchange of convertible or exchangeable securities outstanding as described in the Registration Statementof, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmationsdate hereof.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (ix) directly or indirectly, offeroffer to sell, 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 Common Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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 Common Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing or proposed employee share option or share purchase plans of the Company referred to in the Prospectus or (D) any Ordinary Shares issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case or (E) the issuance by the Company of securities as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with consideration for the acquisition (whether by merger or otherwise) by the Company or any of property its Subsidiaries of all or substantially all of the capital stock or assets or upon conversion of securities issued in connection with the acquisition of any property other entity or assetsall or a substantial portion of the assets of a business operated by another entity, provided that all recipients of such securities execute and deliver to Merrxxx Xxxcx x xock-up agreement in substantially the recipient thereof agrees in writing to be bound by form of Exhibit D hereto and including the restrictions set forth in of this Section 3(mparagraph (j); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesCanaccord, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) shares of Common Stock issued by the Company as a result of anti-dilution provisions in the Company’s 2009 Equity Incentive Plan amended and restated certificate of incorporation as then in effect, or dividend reinvestment plan, in each case as described (D) 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 Common Shares issued provided that, in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetseach case, provided the recipient thereof agrees in writing of such shares of Common Stock or other securities is subject to be bound by substantially the same restrictions set forth as those contained in this Section 3(m3(i); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence Notwithstanding the foregoing, such restrictions shall not apply to (A) shares of the Securities to be sold hereunder; (B) any Common Shares issued pursuant to Stock disposed of by the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case undersigned as described in bona fide gifts provided that the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient donee thereof agrees in writing to be bound by the provisions hereof; (B) a pledge of shares of the Common Stock by the undersigned for the purposes of securing a loan or similar obligation from the Company to the holder; (C) the exercise of outstanding stock options issued under the Company's stock option plan, provided that the shares of Common Stock issued upon exercise of said options shall be subject to the restrictions set forth in this Section 3(m)herein; or (D) the entry into, or consummation shares of the transactions contemplated byCommon Stock distributed to partners, members or stockholders of the Capped Call Confirmationsundersigned, provided that each distributee agrees in writing to be bound by the provisions hereof; and (E) shares of the Common Stock purchased in the public market by the undersigned in the public offering of the Securities or after the date of the public offering of the Securities.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company (including, without limitation, the Company’s 2005 Equity Incentive Plan), (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; , (CE) the entry into the transactions contemplated by the Hedge and Warrant Documentation or (F) any shares of Common Shares Stock issued in connection with the acquisition strategic relationships or acquisitions of property businesses, licenses, assets, technologies or assets or upon conversion of securities issued products; provided, however, that any such issuance in connection with the acquisition such strategic relationships or acquisitions of any property or businesses, licenses, assets, provided technologies or products shall not exceed 10% of the recipient thereof agrees shares of Common Stock outstanding immediately prior to such issuance. Nothing in writing this Section 3(i) shall prevent the Company from filing any registration statements on Form S-8 or S-4 relating to be bound by the restrictions issuance of securities pursuant to clauses (A), (B), (C), (D), (E) or (F) set forth in this Section 3(m3(i); . 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 (D2) prior to the entry into, or consummation expiration of the transactions contemplated by90-day restricted period, the Capped Call ConfirmationsCompany 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 Representative waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i1) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii2) 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 Shares, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Ai) the Securities to be sold hereunder; , (Bii) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (iii) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, including but not limited to the 1996 Share Incentive Plan, the 1998 Share Incentive Plan, the 2001 Share Incentive Plan and the 2004 Share Incentive Plan or (iv) any Common Shares issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any Common Shares issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the Final Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Final Prospectus, (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 Final Prospectus provided that such options shall not be vested and exercisable within the 90 day period referred to above, (D) any shares of Common Stock issued pursuant to the Company’s 2009 Equity Incentive Plan any non-employee director stock plan or stock purchase and dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (CE) any shares of Common Shares Stock issued by the Company in connection with an acquisition by or merger of the acquisition of property Company or assets or upon conversion of (F) any securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound registration statements filed by the restrictions set forth in this Section 3(m); or (D) Company pursuant to the entry intoInvestment Agreement dated July 22, or consummation of 2008 between the transactions contemplated by, the Capped Call ConfirmationsCompany and The Carlyle Group.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company to the Company’s 2009 Equity Incentive Plan holders of securities of the Founding Companies or dividend reinvestment planemployees at Closing Time in connection with the Combination in accordance with the terms of the Merger Agreements, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (D) 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 Prospectus (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (F) Shares of Common Stock issued in connection with the acquisition by Centerprise of property or assets or upon conversion additional businesses, but only if the recipients of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees such shares agree in writing not to be bound by the restrictions set forth take any action described in this Section 3(m); clauses (i) or (Dii) of Exhibit D during the entry into, or consummation period of 180 days from the date of the transactions contemplated by, the Capped Call ConfirmationsProspectus.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal Coordinator, directly or indirectly, (i) directly or indirectly, offeroffer to sell, 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 any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock of itself or any Subsidiary or file 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; hereunder or under the International Purchase Agreement, (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectuses, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans or other stock option plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectuses, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry intofiling of Registration Statements on Form S-4 covering up to 10,000,000 shares of Common Stock to be issued by the Company, or consummation (E) the filing of a Registration Statement on Form S-8 covering up to 41,000,000 shares of Common Stock granted under the transactions contemplated byCompany's stock option plans, plus additional shares to be registered under the Capped Call Confirmations.Tessera Stock Option Plan to be assumed by the Company. (s) (t)

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesCanaccord 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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) shares of Common Stock issued by the Company as a result of anti-dilution provisions in the Company’s 2009 Equity Incentive Plan amended and restated certificate of incorporation as then in effect, or dividend reinvestment plan, in each case as described (D) 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 Common Shares issued provided that, in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetseach case, provided the recipient thereof agrees in writing of such shares of Common Stock or other securities is subject to be bound by substantially the same restrictions set forth as those contained in this Section 3(m3(i); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectlyoffer, offerissue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any Common Shares capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares shares of capital stock of the Company, (ii) file or file caused to be filed any registration statement under with the 1933 Act with respect Commission relating to the offering of any shares of capital stock of the foregoing Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or term facility with a traditional bank or (iiiv) enter into any swap or any other agreement or any transaction that transferstransfers to another entity, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of capital stock of the Common SharesCompany, whether any such swap or transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of Common Shares shares of capital stock 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; hereunder and the issuance of the Underwriter Warrants and the shares of Common Stock issuable upon exercise of such Underwriter Warrants, (B) any shares of Common Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus; , (C) any the reacquisition or withholding of all or a portion of shares of Common Shares issued Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the acquisition vesting or exercise of property such stock award or assets to satisfy the purchase price or upon conversion 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, (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, or (G) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the acquisition of any the securities, business, property or assetsother 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, provided 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 issuance and sale of the Securities at the Closing Time pursuant hereto; and provided, further, that each recipient thereof of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation terms of the transactions contemplated bylock-up or shall execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding anything to the contrary herein, the Capped Call ConfirmationsCompany 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 at the time such holder exercises his or her option during a period of 180 days from the date of the Prospectus.

Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 Shares Stock or any securities convertible into or exercisable or exchangeable for shares of Common Shares Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) shares of Common Stock issued by the Company as a result of anti-dilution provisions in the Company’s 2009 Equity Incentive Plan amended and restated certificate of incorporation as then in effect, or dividend reinvestment plan, in each case as described (D) 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 Common Shares issued provided that, in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetseach case, provided the recipient thereof agrees in writing of such shares of Common Stock or other securities is subject to be bound by substantially the same restrictions set forth as those contained in this Section 3(m3(i); or (D) the entry into, or consummation of the transactions contemplated by, the Capped Call Confirmations.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx 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 share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file 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 SharesStock; (iii) waive the lock-ups relating to any options granted under the Incentive Stock Option Agreement in place as of January 14, 2000 or (iv) waive the provisions of any "lock-up" agreement between the Company and a stockholder existing on the date hereof, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); Prospectus or (D) the entry into, or consummation any shares of the transactions contemplated by, the Capped Call ConfirmationsCommon Stock issued pursuant to any non-employee director stock plan.

Restriction on Sale of Securities. During a the period of 60 ending 180 days from after the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, or otherwise transfer or dispose of (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase, or other transfer or disposition of) any shares of Common Shares Stock or any securities convertible into into, or exchangeable or exercisable or exchangeable for for, shares of Common Shares or Stock, (ii) file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) 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 SharesStock, or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock, whether any such swap swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares 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 Shares Stock issued pursuant to by the Company’s 2009 Equity Incentive Plan Company upon the exercise of an option, warrant or dividend reinvestment planmanagement subscription right, or the conversion of a security, in each case as described case, outstanding on the date hereof and referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock issued in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assets, (provided that the recipient thereof agrees is prohibited from transferring or disposing of the beneficial ownership of such shares until the expiration of such 180-day period) or options to purchase Common Stock granted pursuant to the terms of existing employee benefit plans or agreements of the Company referred to in writing to be bound by the restrictions set forth in this Section 3(m); Prospectus so long as such options are not exercisable within the 180-day period or (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan referred to in the entry into, or consummation of the transactions contemplated by, the Capped Call ConfirmationsProspectus.

Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sellxx xxxl, sell xxxl any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Existing Common Shares Stock, Common Stock, Class B Common Stock or any securities convertible into or exercisable or exchangeable for Existing Common Shares Stock, Common Stock, Class B Common Stock or other securities of the Company or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Existing Common SharesStock, Common Stock, Class B Common Stock or any other securities of the Company whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Existing Common Shares Stock, Common Stock, Class B 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 Shares Stock or Class B Common Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to the Company’s 2009 Equity Incentive Plan or dividend reinvestment plan, in each case as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus; (C) any shares of Common Shares Stock or Class B Common Stock issued or options to purchase Common Stock or Class B Common Stock granted pursuant to existing employee benefit plans of the Company referred to in connection with the acquisition of property or assets or upon conversion of securities issued in connection with the acquisition of any property or assetsProspectus, provided the recipient thereof agrees in writing to be bound by the restrictions set forth in this Section 3(m); or (D) the entry into, or consummation of the transactions contemplated by, Pre-Offering Transactions (including the Capped Call Confirmationsissuance of shares of Class B common stock in exchange for shares of common stock as described in the Prospectus).