Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the period from the date of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxx Xxxxxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 foregoing described Company referred to in clauses the Prospectus, or (D) any transfer, sale or other disposition with the prior written consent of Xxxxx Xxxxxxxx. Xxxxx Xxxxxxxx agrees, for the benefit of the other Representatives, if applicable, not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2177(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Representatives. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus three (3) business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will notExcept as described in the Prospectus, during the a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (otherwise. In addition, the Company will not issue any shares or rights to receive shares of Common Stock to any employee, director or officer of the foregoing described Company pursuant to the Company’s 2012 Long-Term Incentive Plan unless either (A) such employee, director or officer has executed a lock-up agreement substantially in clauses (i), (ii) the form of Exhibit A attached hereto or (iii)B) such shares or rights to receive such shares are subject to transfer restrictions restricting such persons from selling, a “Prohibited Transfer”). If any Prohibited Transfer is made transferring or attempted contrary otherwise disposing of such shares or rights to receive such shares until at least 180 days after the provisions date of this Agreement. Notwithstanding the foregoing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and if (1) during the last 17 days of the 180-day restricted period the Company shall refuse issues an earnings release or material news or a material event relating to recognize any such purported transferee the Company occurs or (2) prior to the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4180-day restricted period, Parent and the Company may impose stopannounces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party 180-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date hereof and continuing to and including the date 30 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of Stifel, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly of any debt securities issued or indirectly, any limited liability company interests of guaranteed by the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including exercisable or exchangeable for debt securities held in escrow or otherwise issued or delivered after guaranteed by the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Company or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, debt securities issued or (iii) publicly disclose guaranteed by the intention to do any of the foregoingCompany, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities debt securities issued or guaranteed by the Company of the Company or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any of 1) during the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Triangle Entities occurs, or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall automatically be extended and the restrictions under imposed by this Section 43(k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Stifel waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) any post-effective amendments to the Registration Statement.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (otherwise. Notwithstanding the foregoing, such Selling Shareholder may transfer any Securities without the prior written consent of Xxxxxxx Xxxxx, so long as such transfer does not give rise to a public filing requirement pursuant to the foregoing described in clauses 1933 Act, the 1934 Act or otherwise, (i)) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to be bound by the restriction set forth herein, (ii) to any trust for the direct or indirect benefit of the Selling Shareholder or the immediate family of the Selling Shareholder, provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) as a distribution to partners or stockholders of the Selling Shareholder, provided that the distributee agrees in writing to be bound by the restrictions set forth herein and provided further that any such distribution shall not involve a disposition for value or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary iv) to the provisions Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by the Selling Shareholder, provided that the transferee agrees in writing to be bound by the restrictions set forth herein and provided further that any such transfer shall not involve a disposition for value. In addition, the Selling Shareholder may exercise any warrants or options (in each case as described in the Prospectus) to purchase securities of this Agreement, the Company held by such purported Prohibited Transfer Selling Shareholder; provided that the Selling Shareholder hereby acknowledges and agrees that any securities of the Company issued upon exercise of such warrants or options shall be null subject to the restrictions set forth in this paragraph. The Selling Shareholder also agrees and void ab initio, and Parent and consents to the Company shall refuse to recognize any such purported transferee entry of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-stop transfer instructions with respect the Company’s transfer agent and registrar against the transfer of the locked-up Securities except in compliance with the foregoing restrictions. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing, if: (1) during the last 17 days of such 180-day period the Company issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs; or (2) prior to the expiration of the Restricted Party such 180-day period, the Company announces that it will release earnings results during the 16-day-period beginning on the last day of such 180-day period, the restrictions imposed by this letter shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise 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; and (C) 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 30-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 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16‑day period beginning on the last day of the 30‑day restricted period, the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18‑day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(k) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise (any without the prior written consent of the foregoing described in clauses Representatives; provided that confidential or non-public submissions to the Commission of any registration statements under the 1933 Act may be made if (i)w) no public announcement of such confidential or non-public submission shall be made, (iix) if any demand was made for, or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementright exercised with respect to, such purported Prohibited Transfer registration of shares of Stock or securities convertible, exercisable or exchangeable into Stock, no public announcement of such demand or exercise of rights shall be null and void ab initiomade, and Parent and (y) the Company shall refuse provide written notice at least three business days prior to recognize such confidential or non-public submission to the Representatives and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 60-day restricted period. The foregoing sentence shall not apply to (A) any such purported transferee shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued and options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit, equity incentive or employee stock purchase plans of the Restricted Securities as one of its equity holders for any purpose. In order Company referred to enforce this Section 4in the Registration Statement, Parent the General Disclosure Package and the Company may impose stop-transfer instructions Prospectus, (C) the filing of any registration statement on Form S-8 or any successor form thereto with respect to the Restricted Securities registration of securities to be offered under any plan referred to in clause (B) of this Section 3(h), (D) 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, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock during the 60-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 60-day restricted period and (F) the issuance of up to 5% of the Restricted Party until outstanding shares of Common Stock in connection with the end acquisition of the Lock-Up Periodassets of, as well as include customary legends on any certificates for or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Blue Bird Parties or any of its subsidiaries of such entity; provided in the Restricted Securities reflecting case of this clause (F) the transferee of such shares agrees to be bound in writing to the restrictions under set forth in this Section 43(h).

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (ix)(i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 ofof any Units, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received , Founder Shares, Warrants, public or retained as consideration under the Merger Agreementprivate, including or any securities held in escrow convertible into, or otherwise issued exercisable, or delivered after the Closing pursuant to the Merger Agreement (collectivelyexchangeable for, the “Restricted Securities”) Units, Class A Shares Founder Shares or Warrants or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted SecuritiesUnits, Class A Shares , Founder Shares or (iii) publicly disclose the intention to do any of the foregoingWarrants, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Units, Class A Shares, Founder Shares or Warrants or other securities, in cash or otherwise 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 or (z) release any other holders of Founder Shares or any of their respective transferees from the 180-day lock up contained in any investment agreement between the Company and such holder of Founder Shares or amend such provision. Clause (x) of the foregoing described in clauses sentence shall not apply to (i)A) the Initial Securities and the Option Securities to be sold hereunder, (iiB) the issuance and sale of the Private Placement Warrants, (C) registration of the resale of securities under the 1933 Act pursuant to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement or (iii), D) issuance of securities in connection with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Business Combination.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date hereof and continuing to and including the date 30 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of Xxxxxx Xxxxxxx, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, rights or contract warrant 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 limited liability company interests of common stock of the Surviving Company or any equity interests securities convertible into or exercisable or exchangeable for common stock of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Company or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any common stock of the foregoingCompany, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities common stock of the Company or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any of 1) during the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Triangle Entities occurs, or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall automatically be extended and the restrictions under imposed by this Section 43(k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxx Xxxxxxx waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) common stock issued or, for avoidance of doubt, purchased in the open market pursuant to the Company’s dividend reinvestment plan or in connection with grants awarded under the Company’ Amended and Restated 2007 Equity Incentive Plan, in each case in the ordinary course consistent with past practice.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Underwriter, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) convertible for Common Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing; provided, however, that the foregoing restrictions shall not prohibit the Company from filing a shelf registration statement or a prospectus supplement under the 1933 Act relating to an “at the market” offering of its Common Shares after the Closing Date, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon (x) the exercise of an option or warrant or (y) the conversion of a security, in either case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the 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 foregoing described Company referred to in clauses (i), (ii) the Disclosure Package and the Prospectus or (iii)D) any Common Shares issued pursuant to any non-employee director stock plan, a “Prohibited Transfer”). If any Prohibited Transfer is made direct stock purchase plan or attempted contrary dividend reinvestment plan referred to in the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent Disclosure Package and the Company shall refuse to recognize Prospectus, or (E) any such purported transferee limited partner interests in the Operating Partnerships that are issued in exchange for real property or interests therein in the ordinary course of business. Notwithstanding the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4foregoing, Parent and in the Company may impose stop-transfer instructions with respect to event that either (x) during the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends such 45-day period, the Company issues an earnings release or (y) prior to the expiration of such 45-day period, the Company announces that it will release earnings results during the 16-day period beginning on any certificates for any the last day of such 45-day period, the restrictions described above shall continue to apply until the expiration of the Restricted Securities reflecting 18-day period beginning on the restrictions under this Section 4date of the earnings release or the announcement of the material news or the occurrence of the material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees During a period of forty-five (45) days commencing on and covenants thatincluding the date hereof, it the Company will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellsell (including, without limitation, any short sale), grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco securities convertible into or exercisable or exchangeable for Common Shares, (including Surviving Pubco Class A Sharesii) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the 1933 Act or prospectus under Canadian Securities Act Laws with respect to any of the Restricted Securitiesforegoing (excluding, however, any shelf registration statement and any base shelf prospectus), (iiiii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise, or (iv) publicly announce an intention to effect any of the foregoing described transaction specified in clauses clause (i), (ii) or (iii). The foregoing sentence shall not apply to (A) the Securities to be issued or sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a “Prohibited Transfer”). If security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectuses, (C) any Prohibited Transfer is made Common Shares issued or attempted contrary options to purchase Common Shares granted pursuant to the provisions Company’s existing stock option plan referred to in the Registration Statement, the General Disclosure Package and the Prospectuses, or (D) any Common Shares issued at an effective price per Common Share not less than the initial public offering price of the Units set forth on the cover pages of the Prospectuses. Notwithstanding the foregoing, if (1) during the last 17 days of the forty-five (45) 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 forty-five (45) day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the forty-five (45) day restricted period, the restrictions imposed in this Agreementclause (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 purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing Prospectus, the Company and ending six (6) months following the date Selling Stockholders will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file or cause to be filed any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder, nor will it restrict the Company from filing a registration statement with respect to, and issuing securities under, the Company’s 2007 stock incentive plan and will not prohibit the admission of new limited partners to, or the transfer of limited partnership interests in, Sxxxxxxx Holdings, LP. In addition, the lock-up provision will not apply to the issuance of equity securities of the foregoing Company as consideration for acquisitions, provided those equity securities are subject to the lock-up restrictions described in clauses above. Notwithstanding the foregoing, if (i), (ii1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of this Agreementthe 180-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Securities as one of its equity holders for any purpose. In order 180-day restricted period, the restrictions imposed in this clause (j) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end issuance of the Lock-Up Period, as well as include customary legends on any certificates for any earnings release or the occurrence of the Restricted Securities reflecting material news or material event; provided, however, that in no event shall such restrictions extend past 214 days from the restrictions under this Section 4date of the Prospectus.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests securities convertible into or exercisable or exchangeable for shares of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any shares of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities shares of Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to the (any of the foregoing described in clauses (i)A) Securities to be sold hereunder, (iiB) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary shares of Common Stock sold pursuant to the provisions of this Agreement, such purported Prohibited Transfer shall be null Company’s Direct Stock Purchase Program and void ab initio, and Parent and Dividend Reinvestment Program; provided that the Company shall refuse to recognize not grant any purchase volume waivers under such purported transferee plan during the period of 30 days from the date of the Restricted Securities as one Prospectus, (C) any shares of its equity holders for any purpose. In order Common Stock issued or options to enforce this Section 4, Parent and purchase Common Stock granted pursuant to existing employee benefit plans of the Company may impose stopor (D) any shares of Common Stock issued pursuant to any non‑employee director stock plans or dividend reinvestment plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 30-transfer instructions with respect day restricted period the Company issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs or (2) prior to the expiration of the Restricted Party 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this paragraph (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxx Xxxxxxxx, directly or indirectly, (i) offer, lendsell, pledge, hypothecate, encumber, donate, assign, 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 of(or announce any offer, directly sale, offer of sale, contract of sale, pledge, grant of any option to purchase or indirectly, other sale or disposition) of (a) any limited liability company interests shares of the Surviving Company Common Stock or any equity interests securities substantially similar thereto or (b) any other securities convertible into, or exchangeable or exercisable for, shares of Surviving Pubco Common Stock or securities substantially similar thereto, (including Surviving Pubco Class A Sharesii) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing (iiother than on Form S-8) or (iii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock or securities substantially similar thereto, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 foregoing described Company referred to in clauses the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan. Xxxxx Xxxxxxxx agrees, for the benefit of the other Representatives, if applicable, not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2177(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Representatives. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus three (3) business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)BofA, (ix)(i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 ofof any Units, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received , Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or retained as consideration under other warrants of the Merger AgreementCompany, including or any securities held in escrow convertible into, or otherwise issued exercisable or delivered after exchangeable for, Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or other warrants of the Closing pursuant to the Merger Agreement (collectivelyCompany, the “Restricted Securities”) or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or publicly disclose the intention of undertaking any of the foregoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Restricted SecuritiesUnits, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or (iii) publicly disclose the intention to do any other warrants of the foregoingCompany, whether any such swap, agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants, other warrants of the Company or other securities, in cash or otherwise or (y) release the Sponsor or any officer, director or director nominee of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision. Clause (x) of the foregoing described in clauses sentence shall not apply to (i)A) the Initial Securities and the Option Securities to be sold hereunder, (iiB) the issuance and sale of the Private Placement Warrants, (C) registration of the resale of Founder Shares, Private Placement Warrants or Class A Shares issuable upon exercise or conversion, as the case may be, of the Private Placement Warrants or the Founder Shares under the 1933 Act pursuant to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement or (iii)D) the offer, sale or issuance of securities in connection with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Business Combination.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period from the date of the Closing and ending six (6) months following from the date of this Agreement, the Closing (Company shall not, without the “Lock-Up Period”)prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder or under the International Purchase Agreement, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses Company, provided that such options shall not be exercisable during such six (i), (ii6) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initiomonth period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Global Coordinator, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4which consent shall not be unreasonably withheld.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Company will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 existing employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within the 90-day restricted period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan. In the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news, or a material event relating to the Company and/or subsidiaries occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions expiration of this Agreementthe 90-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company and/or subsidiaries occurs. The Company shall refuse promptly notify the Representative of any earnings releases, news or events that may give rise to recognize an extension of any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 120 days from the date of the Closing and ending six (6) months following Prospectuses, the date Selling Stockholder will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxx Xxxxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise, PROVIDED, HOWEVER, that beginning on the 91st day after the date of the foregoing described Prospectuses, the Selling Stockholder may sell shares of Common Stock, in clauses one or more transactions, but only to the extent that (i), ) as of the time of any such sale the Selling Stockholder owns 10% or more of the total issued and outstanding Common Stock and (ii) such sale reduces the shares of Common Stock owned by the Selling Stockholder to an amount not less than 10,000 shares less than 10% of the total issued and outstanding common stock; PROVIDED, FURTHER, that Xxxxxx Xxxxxxx shall give the Selling Stockholder at least two business days' notice of any waiver of the restriction on sales by the Company contained in Section 3(viii) hereof and the Selling Stockholder shall be deemed to have been granted a waiver of this subsection 3(b)(i) on the same terms as any such waiver granted to the Company. The foregoing sentence shall not apply (x) to the Securities to be sold hereunder, or under the International Underwriting Agreement, or (iii), a “Prohibited Transfer”). If y) to any Prohibited Transfer is made deposit or attempted contrary withdrawal of Common Stock in or from the trust established pursuant to the provisions of this Voting Trust Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect or (z) to the Restricted Securities sale of any Common Stock by the Restricted Party until Selling Stockholder to the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Company.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Stockholder will not, without the date prior written consent of each of the Closing (the “Lock-Up Period”), Representatives (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 180-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 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in clauses this clause (ix) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Notwithstanding the foregoing, and subject to the conditions below, the Selling Stockholder may transfer the Securities without the prior written consent of the Representatives, provided that (i)) the Representatives receive a signed lock-up letter agreement, substantially in the form of Exhibit E hereto, for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (ii) any such transfer shall not involve a disposition for value, (iii) such transfers are not required to be reported in any public report or filing with the Commission, or otherwise (other than a filing on Form 5, Schedule 13D or Schedule 13G made after the expiration of the restricted period specified above) and (iv) such Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such transfers: (a) as a bona fide gift or gifts, (b) to any trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder (for purposes of this section 1(b)(ix), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (c) by will or intestate succession, (d) as a distribution to partners or stockholders or members of such Selling Stockholder or (e) to such Selling Stockholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Stockholder; provided, further, that such Selling Stockholder may sell Common Stock of the Company purchased by such Selling Stockholder on the open market following the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Commission, or otherwise, (ii) such Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such sales, (iii)) the transferee/donee agrees to be bound by the terms of the lock-up letter agreement substantially in the form of Exhibit E hereto (including, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary without limitation, the restrictions set forth in the preceding sentence) to the provisions of this Agreement, same extent as if the transferee/donee were a party thereto and (iv) such purported Prohibited Transfer shall be null and void ab initio, and Parent and Selling Stockholder notifies the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect Representatives at least two business days prior to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4proposed transfer or disposition.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Company will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Global Coordinator, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 of or transfer any shares of Common Stock or dispose ofany securities convertible into or exchangeable or exercisable for or repayable with Common Stock (including, directly or indirectlywithout limitation, any limited liability company interests of Common Stock or other such securities issued by the Surviving Company or any equity interests which are now owned or hereafter acquired by the Company or with respect to which the Company has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementdisposition), including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any or cause the filing of a registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or (ii) enter into any swap or any other arrangement agreement or transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, Common Stock or (iii) publicly disclose the intention to do any of the foregoingsecurities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise (otherwise. Notwithstanding the provisions of the foregoing sentence, the Company may do any of the foregoing described following: (1) issue Common Stock under its employee or director stock, bonus or compensation plans, or grant options to purchase Common Stock or other awards under such plans, in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to each case as such plans are in effect on the provisions date of this Agreement, and file one or more registration statements on Form S-8 covering the offering and sale of securities issuable under such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse plans; (2) issue Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock to recognize any such purported transferee owners of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and businesses which the Company may impose stopacquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with any such acquisition, enter into and implement collar and other price protection arrangements in connection with any such acquisition, and file one or more registration statements on Form S-4 covering the offering and sale of Common Stock or such other securities by the Company to such owners in connection with such acquisitions; (3) in connection with the future acquisition of any business, whether by merger, acquisition of assets or capital stock or otherwise, that has outstanding warrants, options or other securities convertible into or exchangeable or exercisable for or repayable with common stock or other equity securities, or that maintains employee or director bonus or compensation plans providing for the issuance of common stock or options to purchase common stock or other awards, (A) issue substantially similar new warrants, options or other securities to replace the outstanding options, warrants or other securities of such acquired business or assume the obligations of such acquired business under such outstanding warrants, options or other securities or such plans, and issue Common Stock pursuant to any such warrants, options or other securities, as in effect on the date of such issuance or assumption, or grant options to purchase Common Stock or other awards and issue Common Stock under any such plans, as in effect on the date of acquisition, and (B) file one or more registration statements on Form S-8 covering the offering and sale of securities issuable under such plans; (4) issue Common Stock pursuant to acquisition agreements existing on the date of this Agreement which were entered into by the Company to effect the acquisitions of Lone Star Institutional Grocers, Inc., X.X. Xxxx & Sons, L.L.C. and Xxxxxx Xxxx Foods, Inc., as described under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Introduction" in the Prospectuses, as such agreements are in effect on the date hereof and implement collar and other price protection provisions contained in such agreements; (5) issue Common Stock upon exercise of an outstanding warrant to purchase 71,460 shares of Common Stock as of January 31, 1999, subject to anti-transfer instructions with respect dilution adjustments, as such warrant is in effect on the date hereof; and (6) file one or more shelf registration statements covering the resale of (A) Common Stock issued to owners of businesses acquired by the Company prior to the Restricted Securities date hereof or to the owner of the Restricted Party until warrant referred to in clause (5) of this sentence under registration rights agreements existing on the end of the Lock-Up Perioddate hereof, as well such agreements are in effect on the date hereof, and (B) Common Stock issued in accordance with clause (2) of this sentence to owners of businesses acquired by U.S. Foodservice subsequent to the date hereof, whether by merger, acquisition of assets or capital stock or otherwise, as include customary legends on any certificates consideration for any the acquisition of the Restricted Securities reflecting the restrictions such businesses under this Section 4registration rights agreements entered into in connection with such acquisitions.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Manager will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing; or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder or (B) the issuance by the Company of shares of Common Stock in connection with acquisitions of additional assets; provided, however, that with respect to (B), (1) the aggregate number of shares of Common Stock issued in connection with such acquisitions shall be no more than 15% of the foregoing described Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement and (2) any shares of Common Stock issued in connection with such acquisitions shall be subject to the restrictions set forth clauses (i), ) and (ii) above for the duration of the 60-day restricted period from the date of the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of this Agreementthe 60-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Securities as one of its equity holders for any purpose. In order 60-day restricted period, the restrictions imposed in this clause (a) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end issuance of the Lock-Up Period, as well as include customary legends on any certificates for any earnings release or the occurrence of the Restricted Securities reflecting the restrictions under this Section 4material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six Prospectus, such Selling Shareholder (6except as otherwise set forth in Schedule B hereto) months following will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 lend, transfer or dispose of, directly or indirectly, any limited liability company interests share of Common Stock whether now owned or hereafter acquired by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the Surviving power of disposition, or file, or request or demand that the Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementfile, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock, in cash or otherwise (any otherwise. The foregoing sentence shall not apply to the Securities to be sold under this Agreement and the U.S. Purchase Agreement. Notwithstanding the foregoing, such Selling Shareholders may transfer shares of the foregoing described in clauses Common Stock (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by the restrictions set forth in this Section 1(b)(vii), (ii) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of the such Selling Shareholder, provided that prior to such transfer the trustee of the trust agrees in writing to be bound by the restrictions set forth in this Section 1(b)(vii), and provided further that any such transfer shall not involve a disposition for value or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions ) if such transfer occurs by operation of this Agreementlaw, such purported Prohibited Transfer shall be null as rules of descent and void ab initiodistribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and Parent and holding the Company shall refuse shares subject to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 41(b)(vii).

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of ninety days from the date of this Agreement, the Closing and ending six (6) months following Company shall not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses (i)Company, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, provided that such purported Prohibited Transfer options shall not be null and void ab initioexercisable during such ninety-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Representatives, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4which consent shall not be unreasonably withheld.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (provided, however, that the foregoing shall not apply to the filing by the Company of any pre-effective or post-effective amendments to the Company’s pending Form S-3 Registration Statement, Commission File No. 333-198921, or to the taking by the Company any other actions (including without limitation engaging in any related discussions or correspondence with the staff of the Commission) to cause such registration statement to be declared effective, provided that the Company shall not offer or sell any Common Stock pursuant to such registration statement during such period) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in clauses 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, (ii) or (iii)unless Xxxxxxx Xxxxx waives, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.extension

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period from beginning on the date hereof and continuing to and including the 60 days after the date of the Closing Prospectus, the Company will not, and ending six (6) months following will not permit any subsidiary to, without the date prior written consent of the Closing (the “Lock-Up Period”)Underwriter, directly or indirectly, (i1) offer, lend, pledge, hypothecate, encumber, donate, assign, 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) under the 1934 Act, or otherwise dispose of or transfer any shares of Common Stock or dispose ofany securities convertible into or exchangeable or exercisable for Common Stock, directly whether now owned or indirectly, any limited liability company interests of hereafter acquired by the Surviving Company or with respect to which the Company has or hereafter acquires the power of disposition, or exercise any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act right with respect to the Restricted Securitiesregistration of any of the foregoing, or file or cause to be filed any registration statement in connection therewith under the 1933 Act (other than a filing of an amended pre-effective amendment to the Company’s Form S-4 filed with the Commission on December 9, 2016), (ii2) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise otherwise, or (3) publicly disclose the intention to make any of the such offer, pledge, sale or disposition, or to enter into any such swap, hedge, transaction or other arrangement, or to file such registration statements. The foregoing described in clauses shall not apply to (i), ) the Securities to be sold hereunder; (ii) pledges in a bona fide transaction that are in effect as of the date hereof to a lender to the Company, as disclosed in writing to the Underwriter (ii) any shares of Common Stock issued by the Company upon exercise of an option or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus or (iii)) any shares of Common Stock issued or options, a “Prohibited Transfer”). If any Prohibited Transfer is made restricted or attempted contrary other securities granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus and to the provisions extent such issuances or grants are made in the ordinary course of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions business consistent with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4past practice.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Stockholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any of the otherwise. The foregoing described in clauses sentence shall not apply to (i)) the Securities to be sold hereunder, (ii) transfers of Common Stock or other securities of the Company as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in this paragraph, (iii) transfers of Common Stock or other securities of the Company as a distribution by a Selling Stockholder that is a partnership to any partner of such partnership or by a Selling Stockholder that is a limited liability company to any member of such limited liability company, provided that any such distributee agrees to be bound in writing by the restrictions set forth in this paragraph, (iv) the conversion of convertible promissory notes of the Company or the exercise of warrants of the Company (in each case as described in the Prospectus) held by the Selling Stockholders; provided that each of the Selling Stockholders hereby acknowledges and agrees that any shares of securities issued upon conversion of such notes or the exercise of such warrants, and any shares of Common Stock issued or issuable upon conversion of such securities, shall be subject to the restrictions set forth in this paragraph, or (iii)v) transfers of Common Stock or other securities of the Company to any trust for the direct or indirect benefit of a Selling Stockholder or the immediate family of a Selling Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this paragraph, and provided further that any such transfer shall not involve a “Prohibited Transfer”)disposition for value. If any Prohibited Transfer is made or attempted contrary to the provisions For purposes of this Agreementparagraph, such purported Prohibited Transfer “immediate family” shall be null and void ab initiomean any relationship by blood, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4marriage or adoption, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4not more remote than first cousin.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxx Xxxxxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap, hedge or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 the Company’s Omnibus Stock Ownership and Long Term Incentive Plan or any other existing employee benefit plans of the foregoing described Company referred to in clauses the Prospectus, or (D) any transfer, sale or other disposition with the prior written consent of Xxxxx Xxxxxxxx. Notwithstanding the foregoing, in the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Period, Parent and the Company may impose stopannounces that it will release earnings results during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party Period, the restrictions set forth herein will continue to apply until the end expiration of the Lock-Up Period, as well as include customary legends date that is 15 calendar days plus three (3) business days after the date on any certificates for any of which the Restricted Securities reflecting earnings release is issued or the restrictions under this Section 4material news or event related to the Company occurs.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company in the Concurrent Offering, (C) any Common Shares issued by the Company to any Direct Offering Purchaser in the Direct Offering, (D) any restricted Common Shares granted by the Company to the Company’s trustees, executive officers and other employees of the foregoing described in clauses (i), (ii) Manager and/or the Servicer under the Company’s 2009 Equity Incentive Plan or (iii), E) the filing of a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions registration statement on Form S-8 with respect to the Restricted Securities Company’s 2009 Equity Incentive Plan, in each case, as described in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Party 180-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 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (l) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Series C Shares or any securities convertible into or exercisable or exchangeable for or repayable with Series C Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Series C Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Series C 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 and (C) Series C 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), neither the Company nor any Selling Shareholder shall, without the prior written consent of the Representative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (any A) the Ordinary Shares or ADSs to be sold hereunder, (B) the transactions by the Company with the prior written consent of the foregoing described Representative, and (C) any issuance of Ordinary Shares or ADSs pursuant to the Company’s share incentive plan, duly adopted by the board of directors of the Company in clauses 2007 (i), (ii) or (iii), a the “Prohibited TransferShare Incentive Plan”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement; provided that, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to clause (C) above, the Restricted Securities holders of such Ordinary Shares or ADSs shall not be permitted to transfer such Ordinary Shares or ADSs during the Restricted Party until Lock-Up Period. Notwithstanding the end foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Subsection (k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as well as include customary legends on applicable, unless the Representative waives, in writing, such extension. If any certificates for obligation of any of the Restricted Securities reflecting the restrictions Company’s directors, officers, shareholders or institutional investors under this Section 43(k) or lock-up agreements entered into pursuant to Section 5(q) hereof is released, the obligation of the Selling Shareholders under this Section 3(k) will also be released on a pro rata basis. A transfer of Ordinary Shares or ADSs by a Selling Shareholder to an affiliate of such Selling Shareholder may be made prior to the expiration of the Lock-Up Period without prior consent from the Representative; provided that the transferee agrees in writing to be bound by the terms of this Section 3(k) and such transfer does not involve a disposition for value.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will notOther than the sale of Securities hereunder, during the a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “"Lock-Up Period”"), the Company will not, without the prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Company's IDSs, Common Stock, Note Securities or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received similar securities or retained as consideration under the Merger Agreementany securities convertible into or exercisable or exchangeable for IDSs, including Common Stock, Note Securities or any similar securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted foregoing (collectively, the "Lock-Up Securities, ") or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities IDSs, common stock, debt securities or any similar securities, in cash or otherwise (any of otherwise. [Anything to the contrary notwithstanding, the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If restrictions shall not apply to any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and securities issued by the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of during the Lock-Up PeriodPeriod pursuant to any employee equity participation plan referred to in the Prospectus or securities issued by the Company during the Lock-Up Period upon the exercise of any option, as well as include customary legends warrant or other right outstanding on the date hereof and issued under any certificates for any such plan; provided, however, that the recipient of such securities shall provide Xxxxxxx Xxxxx with an agreement substantially in the Restricted Securities reflecting the restrictions under this Section 4form of Exhibit C hereto signed by such recipient.]

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Series C Shares or any securities convertible into or exercisable or exchangeable for or repayable with Series C Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Series C Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Series C 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 and (C) Series C 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representative with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of ninety days from the date of this Agreement, the Closing and ending six (6) months following Company shall not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company upon exercise of any options to purchase Ordinary Shares granted pursuant to a duly adopted stock option plan of the foregoing described in clauses (i)Company, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, provided that such purported Prohibited Transfer options shall not be null and void ab initioexercisable during such ninety-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4Representative, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4which consent shall not be unreasonably withheld.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or such other securities, in cash or otherwise (any otherwise. Notwithstanding the foregoing, such Selling Shareholder may transfer the Lock-Up Securities without the prior written consent of the foregoing described in clauses Xxxxxxx Xxxxx (i)) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder, (ii) as a distribution to shareholders of such Selling Shareholder, or (iii)) to such Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Shareholder, provided, however, that (1) Xxxxxxx Xxxxx receives a “Prohibited Transfer”)signed lock-up agreement for the balance of the lockup period from each trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Commission, or otherwise and (4) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers. If Furthermore, such Selling Shareholder may sell Ordinary Shares of the Company purchased by such Selling Shareholder on the open market after the Closing Time if and only if (1) such sales are not required to be reported in any Prohibited Transfer is made public report or attempted contrary filing with the Commission, or otherwise and (2) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such sales. The foregoing sentence shall not apply to the provisions Securities to be sold hereunder. Notwithstanding the foregoing, if (1) during the last 17 days of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the 180-day restricted period the Company shall refuse issues an earnings release or material news or a material event relating to recognize any such purported transferee the Company occurs or (2) prior to the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4180-day restricted period, Parent and the Company may impose stopannounces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party 180-day restricted period, the restrictions imposed in this clause (xvii) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Stockholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase pledge or otherwise transfer or dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Selling Stockholder or any affiliate of such Selling Stockholder or any person in privity with such Selling Stockholder or any person in privity with any affiliate of such Selling Stockholder), directly or indirectly, or participate in the filing of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock, in each case, that are currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the 0000 Xxx) by such Selling Stockholder, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement. Notwithstanding the foregoing, during the Lock-up Period such Selling Stockholder may (A) transfer such Selling Stockholder’s shares of capital stock in the Company (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in Exhibit A and (ii) to any trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in Exhibit A, and provided further that any such transfer shall not involve a disposition for value, (B) sell such Selling Stockholder’s shares of capital stock pursuant to a written plan for trading securities that is designed to satisfy the requirements of Rule 10b5-1 promulgated under the 1934 Act (a “10b5-1 Plan”) and is existing on the date hereof or (C) enter into a 10b5-1 Plan, provided that no sales or dispositions pursuant to such 10b5-1 Plan adopted after the date hereof may occur before the expiration of the Lock-up Period. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, if such Selling Stockholder is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation, and, if such Selling Stockholder is a limited liability company, the limited liability company interests may transfer the capital stock of the Surviving Company to a member or affiliated limited liability company, and, if such Selling Stockholder is a partnership, the partnership may transfer the capital stock of the Company to a partner or affiliated partnership; provided, however, that in any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementsuch case, including securities held in escrow or otherwise issued or delivered after the Closing pursuant it shall be a condition to the Merger Agreement (collectively, transfer that the “Restricted Securities”) or file any registration statement under transferee execute an agreement stating that the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any transferee is receiving and holding such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary capital stock subject to the provisions of this Agreement, such purported Prohibited Transfer Exhibit A and there shall be null and void ab initiono further transfer of such capital stock except in accordance with this agreement, and Parent and the Company shall refuse to recognize provided further that any such purported transferee of the Restricted Securities as one of its equity holders transfer shall not involve a disposition for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4value.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the For a period from of 180 days after the date of the Closing and ending six (6) months following Prospectus, the date of the Closing (the “Lock-Up Period”), Company will not (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any with the Commission a registration statement under the Securities 1933 Act with respect relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to the Restricted Securitiesmake any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequence consequences of ownership of the Restricted Securities, Stock or (iii) publicly disclose the intention to do any of the foregoingsuch other securities, whether any such transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any otherwise, without the prior written consent of the foregoing described in clauses Representatives, other than (i)A) the Securities to be sold hereunder, (iiB) the Private Placement Securities issued by the Company or (iii), a “Prohibited Transfer”). If C) any Prohibited Transfer is made or attempted contrary shares of restricted Common Stock granted by the Company to the provisions Manager, employees of the Manager, the Company’s director nominees or the Company’s chief financial officer, in each case pursuant to the Company’s equity incentive plans upon completion of the offering of the Securities and the Private Placement Securities pursuant to this Agreement, such purported Prohibited Transfer shall be null and void ab initiothe Securities Purchase Agreement, and Parent the Warrants and the Company shall refuse to recognize any such purported transferee Unit Purchase Agreements, as applicable. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4180-day restricted period, Parent and the Company may impose stop-transfer instructions with respect issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs; or (2) prior to the expiration of the Restricted Party 180-day restricted period, the Company announces that it will release earnings results or material news or a material event relating to the Company occurs during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed by this clause (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 120 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise 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 and (C) 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 120-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 120-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 120-day restricted period, the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(k) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will notExcept as otherwise contemplated by the Offering Memorandum or the Transaction Documents, during the a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Final Offering Memorandum (the “Lock-Up up Period”), the Company will not, without the prior written consent of Mxxxxxx Lxxxx, (i) offer, lend, pledge, hypothecatesell, encumber, donate, assign, announce the intention to 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for or repayable with Common Stock, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted SecuritiesCommon Stock, or (iii) publicly disclose the intention to do any of the foregoingsecurities convertible into or exercisable or exchangeable for or repayable with Common Stock, whether any such swap or transaction described in clauses clause (i), ) above or this clause (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) shares of Common Stock to be issued upon conversion of the foregoing described in clauses (i)Securities, (iiB) or shares of Common Stock to be issued upon conversion of the Company’s outstanding zero coupon convertible notes due 2033, (iii)C) the OTC Convertible Note Hedge and the OTC Warrant Transaction and any transactions in the Company’s securities contemplated thereby, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary (D) the Company’s issuance of stock options and stock units to the provisions Company’s directors and employees pursuant to any existing employee benefit plans or director compensation plans of this Agreementthe Company, such purported Prohibited Transfer shall be null (E) the Company’s issuance of shares of Common Stock to directors and void ab initio, and Parent and employees of the Company shall refuse to recognize any such purported transferee upon the exercise of options outstanding on the date hereof or the conversion of stock units outstanding on the date hereof under existing employee benefit plans or director compensation plans of the Restricted Securities as one of its equity holders for any purpose. In order Company, (F) securities issued or to enforce this Section 4, Parent and be issued by the Company may impose stopin connection with a merger, acquisition or other business combination, provided that the recipients of such securities shall enter into lock-transfer instructions with respect to up agreements for the Restricted Securities of the Restricted Party until the end balance of the Lock-Up up Period, as well as include customary legends (G) the filing of a registration statement on Form S-8 to register shares of Common Stock to be issued under any certificates for any existing employee benefit plans or director compensation plans of the Restricted Securities reflecting Company or (H) the restrictions under this Section 4filing of a registration statement on From S-4 to register shares of Common Stock.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Series A Shares or any securities convertible into or exercisable or exchangeable for or repayable with Series A Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Series A Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Series A 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 and (C) Series A 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company shall not, without the prior written consent of the Representative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs pursuant to the Company’s share incentive plan, duly adopted by the board of directors of the foregoing described Company in clauses 2007 (ithe “Share Incentive Plan”), (ii) or (iii)provided that, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to clause (B) above, the Restricted Securities holders of such Ordinary Shares or ADSs shall not be permitted to transfer such Ordinary Shares or ADSs during the Restricted Party until Lock-Up Period. Notwithstanding the end foregoing, if (1) during the last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any 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 Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and Company also covenants with each Underwriter that, without the prior written consent of the Representatives identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, it will not, during the restricted period from the date of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)set forth in Schedule I hereto, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued exchangeable for Common Stock or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If ) file any Prohibited Transfer is made or attempted contrary registration statement with the Commission relating to the provisions offering of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee shares of the Restricted Securities as one of its equity holders Common Stock or any securities convertible into or exercisable or exchangeable for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions Common Stock other than a Form S-8 with respect to the Restricted Securities Company's 2009 Long-Term Equity Incentive Plan. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the Restricted Party until exercise of an option or warrant or the end conversion of a security outstanding on the Lockdate hereof of which the Underwriters have been advised in writing or are disclosed in the General Disclosure Package and the Prospectus, (C) the establishment of a trading plan pursuant to Rule 10b5-Up Period1 under the Exchange Act for the transfer of shares of Common Stock, as well as include customary legends on provided that such plan does not provide for the transfer of Common Stock during the 30 day restricted period, (D) the issuance of Common Stock or cash upon the redemption of units of limited partnership interest in the Operating Partnership, (E) the issuance of up to 500,000 units in the Operating Partnership in connection with property acquisitions, (F) the grant of options or the issuance of Common Stock to employees, officers, directors, advisors or consultants pursuant to any certificates for any employee benefit plan disclosed in the General Disclosure Package and the Prospectus or (G) the issuance of Common Stock pursuant to the Restricted Securities reflecting the restrictions under this Section 4Company's existing dividend reinvestment plan.

Restriction on Sale of Securities. The Restricted Party hereby agrees Prior to the declaration of effectiveness of the Registration Statement, the Company will obtain from each key officer, insider and covenants thatdirector of the Company, it will notas well as the shareholders of Prima Electronics that may receive securities of the U.S. Corporation in connection with the proposed acquisition by the U.S. Corporation of the remaining issued and outstanding capital stock of Prima Electronics not currently held by the Company, and deliver to the Representative, agreements from said persons concerning restrictions on future sales of securities of the Company owned by them. All of said agreements shall be in a form for which prior approval has been obtained from the Representative, but shall include agreements that such securities and underlying securities may not be publicly sold during the twenty-four (24) month period from following the date Effective Date, without the prior written consent of the Closing Representative and ending six (6) months following the date Company, which may be withheld in either of their sole discretion; provided, however, that such securities may be sold during that time period, provided that such sale or disposition is a privately negotiated transaction, that the Closing (purchaser agrees in writing with the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of Representative and the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent the transferor's written agreement with the Representative and the Company shall refuse and that the disposition is otherwise in accordance with applicable securities laws; and further provided, that the Representative will waive the restrictions contained in such agreements, on a pro rata basis to recognize any all parties subject to such purported transferee agreements, if the Company undertakes a public offering or private placement of Common Stock and the underwriter or placement agent for such public offering or private placement agrees that the shares of Common Stock for which such restrictions are waived will be sold as part of the Restricted Securities as one orderly distribution of its equity holders for any purposesecurities to be sold in such public offering or private placement. In order Moreover, such agreements will provide that, during such twenty-four (24) month period, the Representative will have the right of first refusal to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Periodsell, as well as include customary legends on agent or broker, any certificates for any and all shares of Common Stock that the Restricted Securities reflecting person signing may wish to sell pursuant to Rule 144, promulgated under the restrictions under this Section 41933 Act.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period from of 180 days after the date of the Closing Prospectus, such Selling Shareholder will not, without the prior written consent of Xxxxxxx Xxxxx and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Pactual, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assignlend, 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 of any Common Shares or indirectly, any limited liability company interests of the Surviving Company ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Common Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Common Shares or ADSs or file or cause to be filed with the Commission or the CVM any registration statement under the Securities Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Common Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or ADSs or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if: (any 1) during the last 17 days of the foregoing described in clauses (i), (ii) 180-day lock-up period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 180-day lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day lock-up period, the restrictions imposed by this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing shall not apply to (A) the Securities to be sold hereunder or under the Brazilian Underwriting Agreement; (B) the loan of Common Shares made by such Selling Shareholder to one of the Brazilian Underwriters in connection with such Brazilian Underwriter's stabilization activities; (C) the loan of Common Shares made by such Selling Shareholder to Brazilian investors in connection with the first day of trading of Common Shares on the BOVESPA; (D) pledges or other security interests existing on the date of this Agreement, and identified in writing to Xxxxxxx Xxxxx and Pactual on or prior to the date of this Agreement, on Common Shares owned by such purported Prohibited Transfer shall be null Selling Shareholder, which pledge or other security interest secures debt of such Selling Shareholder; provided, however, that to the extent such pledge or other security interest permits the holder of such pledge or security interest to receive such Common Shares in exchange or by way of conversion of such debt, such holder expressly agrees in writing to comply with the restrictions contained in this paragraph for the period then remaining; and void ab initio, and Parent and (E) pledges or other security interests granted by such Selling Shareholder on Common Shares in connection with special financing extended by BNDES to the Company shall refuse to recognize any such purported transferee or its subsidiaries in connection with the BNDES Recap Program, including, without limitation, transactions involving conversion or exchange of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4debt into equity.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act (other than (x) a registration statement on Form S-8 under the 1933 Act or (y) a registration statement on Form S-1 with respect to the Restricted Securitiessale of shares of Common Stock by BA Alpine holdings, Inc., Bayerische Hypo- und Vereinsbank AG or HVB Alternative Advisors LLC if requested by any such entity pursuant to that certain Registration Rights Agreement of the Company, dated as of November 2, 2009, provided, that the Company shall not make any request that such registration statement be declared effective and no shares of Common Stock will be sold thereunder within such 90-day period) with respect to any of the foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or to be issued or options to purchase Common Stock granted or to be granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the 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 General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will 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 issuance of the earnings release or the occurrence of the material news or material event. During the 90-day restricted period, to the extent the consent, agreement, waiver or otherwise (the permission of the Company is required by a third party to, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, by such third party, the Company will not consent to, agree to, waive any right to limit, restrict or veto, or otherwise permit any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4foregoing.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (ix)(i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Units, Class A Shares) received , Founder Shares, Warrants, Private Warrants or retained as consideration under the Merger Agreementany securities convertible into, including securities held in escrow or otherwise issued exercisable, or delivered after the Closing pursuant exchangeable for, Units, Class A Shares, Founder Shares, Warrants or Private Warrants or file with or confidentially submit to the Merger Agreement (collectively, the “Restricted Securities”) or file Commission any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or publicly disclose the intention to undertake any of the foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted SecuritiesUnits, Class A Shares, Founder Shares, Warrants or (iii) publicly disclose the intention to do any of the foregoingPrivate Warrants, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities any Units, Class A Shares, Founder Shares, Warrants, Private 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. Clause (x) of the foregoing described in clauses sentence shall not apply to (i)A) the Initial Securities and the Option Securities to be sold hereunder, (iiB) the issuance and sale of the Private Placement Units, the $15 Exercise Price Warrants and the Manager Private Units, (C) registration of the resale of securities under the 1933 Act pursuant to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement, (D) issuance of securities in connection with a Business Combination or (iii), a “Prohibited Transfer”). If E) the forfeiture of any Prohibited Transfer is made or attempted contrary Founder Shares pursuant to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4their terms.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 of any depositary shares or indirectly, any limited liability company interests preferred equity securities of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including exercisable or exchangeable for any such securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (provided, however, that the foregoing shall not apply to the filing by the Company of any pre-effective or post-effective amendments to the Company’s pending Form S-3 Registration Statement, Commission File No. 333-198921, or to the taking by the Company any other actions (including without limitation engaging in any related discussions or correspondence with the staff of the Commission) to cause such registration statement to be declared effective, provided that the Company shall not offer or sell any such securities pursuant to such registration statement during such period) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingsuch securities, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. Notwithstanding the foregoing, if (any 1) during the last 17 days of the foregoing described 30-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 30-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in clauses 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, (ii) or (iii)unless the Representatives waive, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (1) the Securities to be sold hereunder, (2) 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 described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that the recipient of any such shares has (if so required by the provisions hereof) entered into a lock-up agreement substantially in the form contemplated by Section 6(i) hereof, (3) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the foregoing Company described in clauses the Registration Statement, the General Disclosure Package and the Prospectus, provided that the recipient of any such shares or options has (i)if so required by the provisions hereof) entered into a lock-up agreement substantially in the form contemplated by Section 6(i) hereof; (4) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that the recipient of any such shares or options has (iiif so required by the provisions hereof) entered into a lock-up agreement substantially in the form contemplated by Section 6(i) hereof; (5) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (6) any shares of Common Stock or other securities issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, provided that (x) the aggregate number of shares issued pursuant to this clause (6) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the consummation of the offering of the Securities and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause (6) during the 90-day restricted period described above shall be subject to the restrictions set forth in a lock-up agreement described in Section 6(i) hereof for the remainder of such restricted period; (7) the issuance of convertible debt on a private basis consistent with past practice or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 8) the issuance of restricted common stock to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee Company’s investor relations firm as part of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4engagement fee.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses (i)the Registration Statement, the General Disclosure Package and the Prospectus, (iiC) any shares of Common Stock issued pursuant to any non-employee director stock plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (iii), a “Prohibited Transfer”). If D) the filing of (but not sales under) any Prohibited Transfer is made or attempted contrary to registration statement on Form S-8 under the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions 1933 Act with respect to the Restricted Securities foregoing clauses (B) and (C). Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Party 180-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 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the date of the Restricted Securities reflecting issuance of the restrictions under this Section 4earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “"Lock-Up Period”"), the Company will not, without the prior written consent of Merrxxx Xxxcx, (ix) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Option Securities to be sold hereunder, (B) 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, (C) the issuance of Rights in accordance with the terms of the foregoing described in clauses Rights Agreement and any shares of Common Stock issued by the Company upon the exercise of a Right, (iD) any shares of Common Stock issued as payment of any part of the purchase price for funeral homes or cemeteries (or businesses or capital stock of businesses that operate funeral homes or cemeteries) which are acquired by the Company (provided, however, that such shares shall be subject to restrictions that will prohibit the transfer thereof until after expiration of the Lock-Up Period), (iiE) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary options to purchase shares of Common Stock granted pursuant to the provisions Company's 1994 Long-Term Incentive Plan (the "Incentive Plan") (provided, however, that such options shall not be exercisable until after the expiration of this Agreementthe Lock-Up Period except upon the termination of the option holder's employment by reason of a disability, death, or qualified retirement of the option holder as provided in the option holder's stock option agreement relating to such options) and (F) restricted shares, restricted stock units, stock unit awards payable in the form of Common Stock or performance shares issued or granted pursuant to the Incentive Plan; provided, however, that (1) in the case of restricted shares, such purported Prohibited Transfer shares shall be null and void ab initiosubject to restrictions on transfer or sale which do not lapse until after the expiration of the Lock-Up Period, (2) in the case of restricted stock units or stock unit 18 20 awards payable in the form of Common Stock, the issuance of shares of Common Stock in respect of such units shall be subject to restrictions which do not lapse until after the expiration of the Lock-Up Period, and Parent and (3) in the Company case of performance shares, such shares shall refuse be subject to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect provisions to the Restricted Securities of effect that they may not be earned by or vested in the Restricted Party until participant prior to the end of the Lock-Up Period. The Company shall not waive, as well as include customary legends on any certificates for release or modify any of the Restricted Securities reflecting restrictions referred to in the restrictions under this Section 4immediately preceding sentence without the prior written consent of Merrxxx Xxxcx.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 foregoing described Company referred to in clauses (i), (ii) the Prospectus or (iii)D) in connection with any asset purchase, a “Prohibited Transfer”). If any Prohibited Transfer is made merger or attempted contrary other acquisition agreement, partner agreement or strategic agreement, provided that the Company agrees to use its commercially reasonable best efforts to cause each recipient to agree in writing with the Company to be bound to the provisions restrictions set forth herein, and, provided further, that sales pursuant to this clause (D) shall not exceed 5% of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the number of shares of Common Stock of the Company shall refuse outstanding on the date hereof after giving effect to recognize any such purported transferee the issuance and sale of the Restricted Securities as one Securities. Notwithstanding the foregoing, if (1) during the last 17 days of its equity holders for any purpose. In order to enforce this Section 4, Parent and the 90-day restricted period the Company may impose stop-transfer instructions with respect issues an earnings release or material news or a material event relating to the Restricted Securities Company occurs or (2) prior to the expiration of the Restricted Party 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from --------------------------------- the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, directly or indirectly, (i) offer, lendoffer to sell, pledge, hypothecate, encumber, donate, assign, 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 ofof any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, directly or indirectly, any limited liability company interests whether owned as of the Surviving Company date hereof or any equity interests hereafter acquired by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementdisposition, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file or cause to be filed any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions by any person other than the Company relating to registered shares of Common Stock or other securities acquired in open market transactions or (b) transfers of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to a member of such Selling Shareholder's immediate family or to a trust of which such Selling Shareholder or an immediate family member is the beneficiary (either one a "Transferee") provided that upon any such transfer, the Transferee shall sign a letter substantially similar to the letter agreement set forth as Exhibit C hereto agreeing not to sell, grant any option to purchase, or otherwise (transfer or dispose of any such Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for the remainder of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stopabove-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lockreferenced 90-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4day period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Shareholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Wachovia, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase pledge or otherwise transfer dispose of (or dispose ofenter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the such Selling Shareholder), directly or indirectly, any limited liability company interests including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Surviving 1934 Act and the 1934 Act Regulations with respect to, any shares of Common Stock, Preferred Stock or other capital stock of the Company or any equity interests securities convertible into or exercisable or exchangeable for such Common Stock, Preferred Stock or other capital stock (whether owned by such Selling Shareholder at the date of Surviving Pubco (this Agreement or subsequently acquired by such Selling Shareholder), or publicly announce an intention to effect any such transaction, for a period beginning on and including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, date of this Agreement through and including securities held in escrow or otherwise issued or delivered the date which is 180 days after the Closing pursuant date of this Agreement; provided, however, that such Selling Shareholder may transfer any Common Stock, Preferred Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock, Preferred Stock or other capital stock to any member of such Selling Shareholder's immediate family, to a trust the Merger Agreement beneficiaries of which are exclusively such Selling Shareholder or members of such Selling Shareholder's immediate family, or to charitable or educational organizations without the prior written consent of Wachovia if (collectively, the “Restricted Securities”i) or file any registration statement under the Securities Act with respect to the Restricted Securitiessuch transfer is a bona fide gift, (ii) enter into any swap or other arrangement that transfers such Selling Shareholder provides written notice of such transfer to anotherWachovia no later than three business days prior to such transfer, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention transferee executes and delivers to do any of the foregoingWachovia, whether any not later than one business day prior to such transaction described transfer, an agreement, in clauses (i)form and substance reasonably satisfactory to Wachovia, (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary substantially to the provisions of effect set forth in this Agreement, paragraph (it being understood that any references to "immediate family" in the agreement executed by such purported Prohibited Transfer transferee shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.expressly refer

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Final Prospectuses, the date of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 ofCompany hereby agrees not to, directly or indirectly, without the prior written consent of TWP, such consent not to be unreasonably withheld or delayed, sell or issue or announce its intention to sell or issue, or negotiate or enter into an agreement to sell or issue, any limited liability company interests securities of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Sharessecurities that are convertible or exchangeable into securities of the Company) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing other than (i) pursuant to the Merger Agreement (collectively, offering contemplated herein and the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, Flow-Through Private Placement; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence issuance of ownership of the Restricted Securities, or non-convertible debt securities; (iii) publicly disclose upon the intention exercise of convertible securities, options or warrants of the Company or Cadiscor Resources Inc. outstanding as of the date hereof; (iv) pursuant to do any the Company’s stock option plan; or (v) pursuant to acquisition of shares or assets of arm’s length persons which does not result in a change of control of the Company. Notwithstanding the foregoing, whether any if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, except that such transaction described in clauses extension will not apply if, (i)) within three business days prior to the expiration of such restricted period, the Company delivers to the Underwriters a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Common Shares are “actively traded securities” (as defined in Regulation M) and (ii) or that the Company meets the applicable requirements of paragraph (iiia)(1) above is to be settled of Rule 139 under the 1933 Act in the manner contemplated by delivery of Restricted Securities in cash or otherwise (any NASD Rule 2711(f)(4) of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”)FINRA Manual. If any Prohibited Transfer is made or attempted contrary to The Company will provide the provisions Underwriters with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during (A) For the period from the date of the Closing and ending six (6) months following the date of the Closing specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its ordinary shares or ADSs, or any securities convertible into or exchangeable or exercisable for any of its ordinary shares or ADSs (“Lock-Up Securities”), without, in each case, the prior written consent of Xxxxxx Xxxxxxx & Co. International plc, Xxxxxxx Sachs (Asia) L.L.C. and X.X. Xxxxxx Securities LLC (the “Lock-up Release Parties”): (i) offer, lend, pledge, hypothecate, encumber, donate, assignissue, sell, contract to sell or otherwise dispose of Lock-Up Securities, (ii) offer, sell, sell any option or contract to purchaseissue, purchase any option or contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Lock-Up Securities, (iiiii) enter into any swap swap, hedge or any other arrangement agreement that transfers to anothertransfers, in whole or in part, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Restricted meaning of Section 16 of the Exchange Act or (v) file with, or submit to, the Commission a registration statement under the Act relating to Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (take any of the foregoing actions, without the prior written consent of the Representatives, except (A) the sale and transfer of the Offered Securities in this offering, (B) the issuance of ordinary shares or the grant of options to purchase ordinary shares, restricted share units or other type of awards under the Company’s share incentive plans existing on the date hereof that is described in clauses the Registration Statement, General Disclosure Package and the Final Prospectus, (C) the issuance by the Company of Lock-Up Securities upon the exercise of an option or a warrant or the conversion of a security outstanding on the date hereof of which the Representatives have been advised in writing or which is otherwise described in the Registration Statement, General Disclosure Package and the Final Prospectus, and (D) the filing of any registration statement on Form S-8, or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to such plan does not provide for the provisions transfer of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of Ordinary Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Lock-up Period, as well as include customary legends . The Lock-Up Period will commence on any certificates the date hereof and continue for any of 180 days after the Restricted Securities reflecting date hereof or such earlier date that the restrictions under this Section 4Lock-up Release Parties consent to in writing.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of this Agreement, the Closing and ending six (6) months following Company will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 existing employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within 90-day restricted period referred to above, (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 in connection with the Company’s acquisition of Republic First and in accordance with the Merger Agreement. In the event that either (i)) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company and/or subsidiaries occurs, or (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary prior to the provisions expiration of this Agreementthe 90-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company and/or subsidiaries occurs. The Company shall refuse promptly notify the Representative of any earnings releases, news or events that may give rise to recognize an extension of any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following Prospectuses, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Underwriter, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Shares or file any registration statement under the 1933 Act or prospectus under Canadian Securities Act Laws with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be issued or sold hereunder, (B) 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 Registration Statement, the General Disclosure Package and the Prospectuses, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to the Company’s existing stock option plan referred to in the Registration Statement, the General Disclosure Package and the Prospectuses, or (D) any Common Shares issued at an effective price per Common Share not less than the initial public offering price of the foregoing described Units set forth on the cover pages of the Prospectuses. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-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 45-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in clauses 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, (ii) or (iii)unless the Underwriter waives, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementin writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six Prospectus, such Selling Shareholder (6except as otherwise set forth in Schedule B hereto) months following will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 lend, transfer or dispose of, directly or indirectly, any limited liability company interests share of Common Stock whether now owned or hereafter acquired by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the Surviving power of disposition, or file, or request or demand that the Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementfile, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock, in cash or otherwise (any otherwise. The foregoing sentence shall not apply to the Securities to be sold under this Agreement and the International Purchase Agreement. Notwithstanding the foregoing, such Selling Shareholders may transfer shares of the foregoing described in clauses Common Stock (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by the restrictions set forth in this Section 1(b)(vii), (ii) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of the such Selling Shareholder, provided that prior to such transfer the trustee of the trust agrees in writing to be bound by the restrictions set forth in this Section 1(b)(vii), and provided further that any such transfer shall not involve a disposition for value or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions ) if such transfer occurs by operation of this Agreementlaw, such purported Prohibited Transfer shall be null as rules of descent and void ab initiodistribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and Parent and holding the Company shall refuse shares subject to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 41(b)(vii).

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or similar securities or any equity interests securities convertible into or exercisable or exchangeable for shares of Surviving Pubco (including Surviving Pubco Class A Shares) received the Common Stock or retained as consideration under the Merger Agreement, including similar securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to any of the Restricted Securities, foregoing (other than a shelf registration statement on Form S-3 relating to the registration of future offerings of the Company’s securities) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any shares of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities shares of the Common Stock or such other securities, in cash or otherwise (any otherwise. The foregoing sentence shall not apply to the Shares to be sold hereunder or to transactions occurring by operation of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this AgreementSection 2 of Article V of the Company’s charter. Notwithstanding the foregoing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and if (1) during the last 17 days of the 60-day restricted period the Company shall refuse issues an earnings release or material news or a material event relating to recognize any such purported transferee the Company occurs or (2) prior to the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 460-day restricted period, Parent and the Company may impose stopannounces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party 60-day restricted period, the restrictions imposed in this paragraph (j) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4.occurrence of the material news or material event. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives:

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90-days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc., (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 of any ADSs or indirectly, any limited liability company interests of the Surviving Company Ordinary Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued exchangeable for ADSs or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Ordinary Shares or file any registration statement (other than a registration statement on Form S-8 pursuant to clause (F) of this Section 2(i)) under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, ADSs or (iii) publicly disclose the intention to do any of the foregoingOrdinary Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities ADSs or Ordinary Shares or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder and the Shares to be deposited with the Depositary in connection therewith, (B) any ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security, in each case 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 share options, free shares (actions gratuites) and warrants to purchase ADSs or Ordinary Shares granted, pursuant to existing equity-based employee compensation plans of the foregoing described Company referred to in clauses (i)the Registration Statement, (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent General Disclosure Package and the Company shall refuse to recognize Prospectus or any such purported transferee equity-based employee compensation plan of the Restricted Securities as one Company approved by the shareholders of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stopat the Company’s Annual General Meeting, provided that, any securities under this clause (C) shall constitute “Lock-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end Up Securities” for purposes of the Lock-Up PeriodAgreement on Exhibit B, as well as include customary legends on (D) any certificates for any ADSs or Ordinary Shares issued, or share options, free shares (actions gratuites) and warrants to purchase ADSs or Ordinary Shares granted, pursuant to existing equity-based non-employee compensation plans of the Restricted Securities reflecting Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or any equity-based non-employee compensation plan of the Company approved by the shareholders of the Company at the Company’s Annual General Meeting, provided that, any securities under this clause (D) shall constitute “Lock-Up Securities” for purposes of the Lock-Up Agreement on Exhibit B, (E) ADSs, Ordinary Shares or other securities issued by the Company in connection with joint ventures, commercial relationships or other strategic transactions, provided that (x) the aggregate number of securities issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered ADSs at the Closing Time pursuant hereto and (y) and such securities issued pursuant to this clause (E) during the 90-day restricted period described above shall be subject to the restrictions described in Exhibit B for the remainder of such restricted period and the recipient of any such securities shall enter into an agreement substantially in the form of Exhibit B attached hereto or (F) the filing by the Company of a registration statement on Form S-8 covering the registration of securities issued, or to be issued, to employees, directors and/or consultants of the Company under this Section 4(i) existing equity-based compensation plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (ii) new equity-based compensation plans approved by the shareholders of the Company at the Company’s Annual General Meeting.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following the date of the Closing this Agreement (the “Lock-Up Period”), the Company shall not, without the prior written consent of the Representatives, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (A) the Ordinary Shares or ADSs to be sold hereunder, (B) any issuance of Ordinary Shares or ADSs by the Company pursuant to a share incentive plan of the foregoing described in clauses (i)Company duly adopted as of the date hereof, (ii) provided that such Ordinary Shares or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made ADSs shall not be sold or attempted contrary to otherwise transferred by the provisions of this Agreement, holders thereof during such purported Prohibited Transfer shall be null and void ab initio180-day period, and Parent and (C) transactions by the Company shall refuse to recognize any such purported transferee with the prior written consent of the Restricted Securities as one of its equity holders for any purposeRepresentatives, which consent shall not be unreasonably withheld. In order to enforce this Section 4Notwithstanding the foregoing, Parent and if (1) during the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any 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 Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 ofBarclays Capital Inc., directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A SharesA) received or retained as consideration under the Merger Agreementoffer for sale, including securities held in escrow sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the securities, Common Stock and shares issued or delivered after the Closing pursuant to employee incentive, retirement, deferred compensation or other benefit plans, qualified stock option plans or other employee compensation plans existing on the Merger Agreement (collectivelydate hereof), the “Restricted Securities”) or file any registration statement under the Securities Act sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Restricted Securitiesgrant of options pursuant to option plans existing on the date hereof), (iiB) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequence benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (C) file, confidentially submit or cause to be confidentially submitted or filed a registration statement, including any amendments thereto, with respect to the Restricted Securitiesregistration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8), or (iiiD) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses each case without the prior written consent of the Representatives, on behalf of the Underwriters, and to cause each of the officers and directors of the Company set forth on Schedule C hereto to furnish to the Representatives a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The foregoing sentence shall not apply to (i)) the Securities to be sold hereunder, (ii) or the Mandatory Convertible Preferred Stock offered in the Mandatory Convertible Preferred Stock Offering, (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any shares of the foregoing described in clauses (i)Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, (iiiv) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee shares of the Restricted Securities Common Stock issuable as one dividends on the Mandatory Convertible Preferred Stock, (v) issuances of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities shares of the Restricted Party until the end Company’s Common Stock to existing security holders upon conversion of the Lock-Up PeriodCompany’s Liquid Yield Option Notes due 2021 and (vi) securities, as well as include customary legends on any certificates including common stock or securities convertible into or exercisable or exchangeable for any common stock, issued by subsidiaries of the Restricted Securities reflecting the restrictions under this Section 4Company.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing this Agreement (the “Lock-Up Period”), the Company shall not, without the prior written consent of the Representative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to issue, offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Ordinary Shares or ADSs or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received security that constitutes the right to receive Ordinary Shares or retained as consideration under the Merger Agreement, including ADSs or any securities held in escrow convertible into or otherwise issued exercisable or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for or repayable with Ordinary Shares or ADSs or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap agreement or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Restricted Securities, Ordinary Shares or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap agreement or other agreement or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or ADSs or such other securities, in cash or otherwise otherwise. The foregoing shall not apply to (any A) the Ordinary Shares or ADSs to be sold hereunder, (B) the transactions by the Company with the prior written consent of the foregoing described Representative, (C) any issuance of Ordinary Shares or ADSs pursuant to the Company’s 2006 share incentive plan, duly adopted by the board of directors of the Company in clauses July 2006 (ithe “2006 Share Incentive Plan”), and (iiD) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and issuance by the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4an additional 6,890,000 restricted shares, Parent and which have been reserved by the Company may impose stop-transfer instructions under the 2006 Share Incentive Plan; provided that, with respect to clauses (C) and (D) above, the Restricted Securities holders of such Ordinary Shares or ADSs shall not be permitted to transfer such Ordinary Shares or ADSs during such 90-day period. Notwithstanding the Restricted Party until foregoing, if (1) during the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any 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 Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4Subsection (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. The Restricted Party hereby agrees For a period commencing on the date hereof and covenants that, it will not, during ending on the period from 90th day after the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “"Lock-Up Period”"), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 ofthe Company will not, directly or indirectly, any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares1) received or retained as consideration under the Merger Agreementoffer for sale, including securities held in escrow sell, pledge or otherwise issued dispose of (or delivered after enter into any transaction or device that is designed to, or could be expected to, result in the Closing pursuant to disposition by any person at any time in the Merger Agreement (collectivelyfuture of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock, the “Restricted Securities”) or file any registration statement under the Securities Act sell or grant options, rights or warrants with respect to the Restricted Securitiesany shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequence benefits or risks of ownership of the Restricted Securitiessuch shares of Common Stock, whether any such transaction described in clause (1) or (iii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i)each case without the prior written consent of the Underwriter, (ii) or (iii) above is which consent shall not be unreasonably withheld, other than the Securities to be settled by delivery sold hereunder, any shares of Restricted Securities Common Stock issued pursuant to existing benefits plans or agreements with employees or directors and any shares of Common Stock issued pursuant to the Company's Stock Purchase and Dividend Reinvestment Plan in cash or otherwise (any of effect on the date hereof. Notwithstanding the foregoing described in clauses paragraph, if (i), (ii1) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to during the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any 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 Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions under this Section 4imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Underwriter, on behalf of the Underwriter, waives such extension in writing.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following the date of the Closing this Agreement (the “Lock-Up Period”), the Company will not, without the prior written consent of Barclays Capital Inc. and Wxxxx Fargo Securities, LLC, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 of or transfer or dispose of, directly or indirectly, any limited liability company interests Common Shares of the Surviving Company or any equity interests of Surviving Pubco securities convertible into or exchangeable or exercisable for Common Shares, whether now owned or hereafter acquired (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”upon exercise of options currently held) or file any registration statement under the Securities 1933 Act (provided, however, that this restriction on filing of any registration statement shall not apply to (a) a registration statement on Form S-8 or (b) an amendment to the existing Registration Statement on Form S-3 (No. 333-202440) or a new registration statement replacing such existing registration statement substantially similar thereto to effect an increase in the amount registered, proposed maximum aggregate offering price or offering price per security or registration fees thereunder, provided, further, that this clause shall not permit the actual offering, “take down” or sale of any such Restricted Shares (as defined below) during such 45-day period) with respect to any of the foregoing (all such Common Shares, the “Restricted Securities, Shares”) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingShares, whether any such swap or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder, (B) options to purchase Common Shares issued to, or grants of restricted Common Shares made to employees or non-employee directors pursuant to employee and non-employee director equity compensation plans of the foregoing Company in existence on the date hereof and described in clauses the Prospectus, (iC) any Common Shares issued by the Company upon the conversion or exercise of options or restricted shares, as the case may be, outstanding on the date hereof or granted pursuant to subclause (B) of this Section (4)(k), (iiD) Common Shares sold pursuant to the Company’s existing employee share purchase plan or (iii), E) Common Shares or securities convertible into Common Shares issued as consideration in any business combination or acquisition with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to third party approved by the provisions board of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee directors of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Company.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Company will not, during the for a period of ninety (90) days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), (i) without the prior written consent of the Representative, directly or indirectly offer, lend, pledge, hypothecate, encumber, donatesell, assign, selltransfer, pledge, contract to sell, sell or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than (i) the Company’s sale of the Shares hereunder, (ii) the issuance of restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or contract other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus, (iii) the issuance of Common Stock pursuant to purchasethe valid exercises of options, purchase warrants or rights outstanding on the date hereof and (iv) the issuance of Common Stock to Kingsbridge Capital Limited under that Committed Equity Financing Facility arrangement entered into between the Company and Kingsbridge Capital Limited on May 7, 2009, but any option sale or issuances to Kingsbridge under this subsection (iv) shall not be at a price below the public offering price of $7.50 per Share. The Company will cause each executive officer, director, shareholder, optionholder and warrantholder listed in Schedule II to furnish to the Underwriters, prior to the Closing Date, a letter, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree, among other things, not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock, including securities held not to engage in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other agreement or arrangement that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence risk of ownership of Common Stock or any such securities and not to engage in any short selling of any Common Stock or any such securities, during the Restricted SecuritiesLock-Up Period, without the prior written consent of the Representative. The Company also agrees that during such period, the Company will not file any registration statement, preliminary prospectus or prospectus, or (iii) publicly disclose any amendment or supplement thereto, under the intention to do any of the foregoing, whether Securities Act for any such transaction described in clauses or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i)) if it issues an earnings release or material news, (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), if a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary material event relating to the provisions of this AgreementCompany occurs, such purported Prohibited Transfer shall be null and void ab initio, and Parent and during the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last seventeen (17) days of the Lock-Up Period, as well as include customary legends on any certificates for any or (ii) if prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions under imposed by this Section 4paragraph (n) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six (6) months following Prospectus, the date Fund will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A securities convertible into or exercisable or exchangeable for Common Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) ; or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder or (B) Common Shares issued or, for avoidance of doubt, purchased in the open market pursuant to the Plan or (C) share repurchases in accordance with applicable law. The Investment Manager will institute, and use its commercially reasonable best efforts to enforce, trading restrictions through its personal securities trading preclearance system to restrict each purchaser that is a current officer or employee of the Investment Manager, or an immediate family member of an employee of the Investment Manager for whom the employee must pre-clear trades pursuant to the Investment Manager’s internal policies (collectively, the “Restricted Group”), from selling or otherwise disposing of Common Shares during the period ending 180 days after the date of the Prospectus (the “Restricted Group Period”) unless the Representatives provide their prior written consent on behalf of the Underwriters. The foregoing described in clauses sentence shall not apply to (i)) transactions relating to Common Shares or other securities acquired in open market transactions after the completion of the public offering of the Securities, provided that no filing under Section 16(a) of the 1934 Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Shares or other securities acquired in such open market transactions, (ii) transfers of Common Shares or any security convertible into Common Shares as a bona fide gift, (iii) distributions of Common Shares or any security convertible into Common Shares to limited partners or stockholders of the Restricted Group, provided that in the case of any transfer or distribution pursuant to clause (ii) or (iii), no filing under Section 16(a) of the 1934 Act, reporting a “Prohibited Transfer”). If any Prohibited Transfer is reduction in beneficial ownership of Common Shares, shall be required or shall be voluntarily made during the Restricted Group Period, or attempted contrary (iv) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Fund pursuant to Rule 10b5-1 under the 1934 Act for the transfer of Common Shares, provided that (A) such plan does not provide for the transfer of Common Shares during the Restricted Group Period and (B) to the provisions extent a public announcement or filing under the 1934 Act, if any, is required of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee or voluntarily made by or on behalf of the Restricted Securities as one Group or the Fund regarding the establishment of its equity holders such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan during the Restricted Group Period. If, at the Fund’s request, the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 5(j) hereof for any purpose. In order officer of the Fund and provide the Fund with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Fund agrees to enforce this Section 4, Parent announce the impending release or waiver by a press release substantially in the form agreed to by the Fund and the Company may impose stop-transfer instructions with respect to Representatives through a major news service at least two business days before the Restricted Securities effective date of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4release or waiver.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Such Selling Shareholder will not, during without the period from the date prior written consent of the Closing and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Wachovia, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, pledge, 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 ofof (or enter into any swap or any other agreement or transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Selling Shareholder or any person or entity controlled by or acting on behalf of such Selling Shareholder or any person in privity with such Selling Shareholder or any person or entity controlled by or acting on behalf of such Selling Shareholder), directly or indirectly, any limited liability company interests including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Surviving 1934 Act and the 1934 Act Regulations with respect to, any shares of Common Stock or other capital stock of the Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for any such Common Stock or other capital stock, including securities held in escrow whether now owned or otherwise issued hereafter acquired by such Selling Shareholder or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to which such Selling Shareholder has or hereafter acquires the Restricted Securitiespower of disposition, for a period beginning on and including the date of this Agreement through and including the date which is 90 days after the date of this Agreement (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequence of ownership of the Restricted Securities“Lock-Up Period”), or (iii) publicly disclose the announce an intention to do any of the foregoing, whether effect any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of during the Lock-Up Period, as well as include customary legends on any certificates for except that the foregoing provisions of this paragraph shall not apply to (A) the Securities sold by such Selling Shareholder pursuant to this Agreement, (B) shares of Common Stock distributed by such Selling Shareholder to any of its partners who have theretofore executed and delivered to Wachovia a lock-up agreement substantially in the Restricted Securities reflecting form attached as Exhibit B to this Agreement (provided that such agreement shall be reasonably satisfactory in form and substance to Wachovia), or (C) the restrictions under this Section 4transfer of Common Stock by gift to any person or entity, provided that (1) prior to or contemporaneously with such transfer, the transferee executes and delivers to Wachovia an agreement substantially in the form of Exhibit B hereto (provided that such agreement shall be reasonably satisfactory in form and substance to Wachovia), (2) neither the transferor or the transferee shall publicly disclose the transfer, except to the extent required by law, and (3) neither the transferor nor the transferee shall be required to file, or shall file, a Form 3, Form 4 or Form 5 with the Commission during the Lock-Up Period in connection with such transfer.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise 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 and (C) 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 45-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 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(k) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any Common Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Shares, directly whether owned as of the date hereof or indirectlyhereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Shares or other securities, in cash or otherwise 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 and (C) 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). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing 30-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 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16‑day period beginning on the last day of the 30‑day restricted period, the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18‑day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in clauses (i), (iiSection 5(j) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions with prior notice of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing Prospectus, the Company will not, without the prior written consent of Xxxxxxx Xxxxx and ending six (6) months following the date of the Closing (the “Lock-Up Period”)X.X. Xxxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Ordinary Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Ordinary Shares or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingOrdinary Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Ordinary Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any 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 General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of the foregoing described Company referred to in clauses (i), (ii) the General Disclosure Package and the Prospectus or (iii)D) any Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary material event relating to the provisions Company occurs or (2) prior to the expiration of this Agreementthe 180-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee 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 Restricted Securities as one of its equity holders for any purpose. In order 180-day restricted period, the restrictions imposed in this clause (j) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end issuance of the Lock-Up Period, as well as include customary legends on any certificates for any earnings release or the occurrence of the Restricted Securities reflecting the restrictions under this Section 4material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 75 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement that transfers derivative transaction or instrument, however described or defined) which is designed to anotheror which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, the economic consequence directly or indirectly, of ownership any shares of Common Stock of the Restricted Securities, Company or (iii) publicly disclose the intention to do any of the foregoingderivative instruments, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise, without the prior written consent of the Representatives; provided that confidential or non-public submissions to the Commission of any registration statements under the 1933 Act may be made if (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to, such registration of shares of Stock or securities convertible, exercisable or exchangeable into Stock, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least three business days prior to such confidential or non-public submission to the Representatives and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 75-day restricted period. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock during the 75-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 75-day restricted period, (E) the issuance of up to 5% of the outstanding shares of Common Stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity; provided in the foregoing described case of this clause (E) the transferee of such shares agrees to be bound in writing to the restrictions set forth in this Section 3(i), (F) 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 referred to in clauses (i), (iiB) or (iiiC), and (G) shares of Common Stock issued pursuant to a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions plan of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4reorganization.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing Representatives (which consent may be withheld at the “Lock-Up Period”sole discretion of the Representatives), (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, or contract contract, to purchase, purchase any option option, or contract contract, to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities Act with respect to, any of the foregoing, or publicly announce the intention to the Restricted Securitiesenter into any such offer, pledge, sale, contract, option, right, warrant or other transfer or disposition or to file such registration statement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the shares of Common Stock to be issued pursuant to the Merger Agreement, (B) any shares of Common Stock issued by the Company upon the conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for Common Stock, which securities are outstanding on the date hereof, (C) the grant of equity incentives pursuant to plans in effect as of the foregoing described in clauses (i)date hereof, (iiD) the filing of any registration statement on Form S-8 (or amendment thereto) (iii)E) the issuance of shares of Common Stock as consideration in acquisitions up to a maximum of 10% of the outstanding Common Stock as of the date hereof and (F) the entry into any agreement to issue shares of Common Stock in any acquisition, a “Prohibited Transfer”)which shares are not in fact issued during such 60 day period. If any Prohibited Transfer is made or attempted contrary to For the provisions avoidance of doubt, this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and Section 3(f) does not prohibit the Company shall refuse to recognize from effecting any such purported transferee purchases of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Common Stock.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 45 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Restricted Period”), the Company will not, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco securities convertible into or exercisable or exchangeable for Common Stock (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Convertible Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing; or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder, (B) sales of the foregoing described Company’s 8.50% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) or a new series of preferred stock that has a limited conversion right similar to the Series A Preferred Stock but is not generally convertible or exchangeable into shares of Common Stock, or (C) the issuance by the Company of shares of Common Stock or Convertible Securities in connection with acquisitions of additional assets; provided, however, that with respect to (C), (1) the aggregate number of shares of Common Stock (x) issued in connection with such acquisitions or (y) issued upon the conversion, exercise or exchange of Convertible Securities shall be no more than 19.9% of the Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement, (2) any shares of Common Stock issued in connection with such acquisitions shall be subject to the restrictions set forth in clauses (i), ) and (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to above for the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee duration of the Restricted Period, and (3) any shares of Common Stock issued upon the conversion, exercise or exchange of Convertible Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect shall be subject to the Restricted Securities restrictions set forth in clauses (i) and (ii) above for the duration of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of the Closing and ending six Prospectus, the Company will not, without (6a) months following the date prior written consent of two out of the Closing three Representatives (such waiving Representatives, the “Waiver Representatives” and the Representative that is not a Waiver Representative, the “Non-Waiver Representative”) and (b) having provided (1) notice to the Non-Waiver Representative at the same time a waiver request was provided to the Waiver Representatives and (2) notice when the Waiver Representatives granted such waiver to the Non-Waiver Representative (clauses (a) and (b) together the “Lock-Up PeriodWaiver Requirement”), (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file or confidentially submit any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option 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 equity awards with respect to shares of Common Stock granted pursuant to employee benefit plans of the foregoing described Company referred to in clauses the Registration Statement, the General Disclosure Package and the Prospectus, (D) 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, (E) the filing of any registration statement on Form S-8 or a successor form thereto with respect to any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (F) 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 the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iii)iv) other strategic transactions, a “Prohibited Transfer”). If any Prohibited Transfer is made provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or attempted contrary exchange of securities (on an as-converted or as-exercised basis, as the case may be) issued pursuant to the provisions of this Agreement, such purported Prohibited Transfer clause (F) shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee not exceed 5% of the Restricted Securities as one total number of its equity holders for any purpose. In order to enforce this Section 4, Parent shares of Common Stock issued and outstanding immediately following the Company may impose stop-transfer instructions with respect to the Restricted Securities issuance and sale of the Restricted Party until Initial Securities at the end Closing Time pursuant hereto; and provided, further, that each recipient 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 shall execute a lock-up agreement substantially in the Lock-Up Period, as well as include customary legends on any certificates for any form of the Restricted Securities reflecting the restrictions under this Section 4Exhibit B hereto.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, with exceptions, each Selling Shareholder will not, without first obtaining the date written consent of the Closing International Representatives, directly or indirectly (the “Lock-Up Period”), (ia) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, or contract to sellsell any Common Stock or ADSs, (b) sell any option or contract to purchasepurchase any Common Stock or ADSs, (c) purchase any option or contract to sellsell any Common Stock or ADSs, (d) grant any option, right or warrant to purchase for the sale of any Common Stock or ADSs, (e) lend or otherwise dispose of or transfer any Common Stock or dispose ofADSs, directly (f) request or indirectly, any limited liability company interests of demand that the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant file a registration statement related to the Merger Agreement Common Stock or ADSs, or (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (iig) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, the economic consequence of ownership of the Restricted Securities, any Common Stock or (iii) publicly disclose the intention to do any of the foregoingADSs, whether any such swap or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Common Stock, ADSs or other securities, in cash or otherwise (otherwise. Notwithstanding the foregoing, and subject to the conditions below, such Selling Shareholder may transfer any Common Stock or ADSs without the prior written consent of the foregoing described in clauses Xxxxxxx Xxxxx, Itaú and Citigroup, (i)) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder (for purposes of this provision, “immediately family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (iii) as a distribution to members, general partners and limited partners or stockholders of such Selling Shareholder or (iii)iv) to such Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by or under common control with such Selling Shareholder; provided that (a) in each case, the International Representatives shall receive a “Prohibited Transfer”)signed lock-up agreement in the form of Exhibit D for the balance of the 90-day lockup period from each donee, trustee, distributee or transferee and (b) no party, including such Selling Shareholder, shall be required to, nor shall it voluntarily, file any report under the 1934 Act in connection with such transfer. If any Prohibited Transfer is made or attempted contrary The foregoing restriction shall not apply to the provisions Securities sold hereunder or other securities acquired in open market transactions after the completion of this Agreementoffering. Notwithstanding the foregoing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and if (1) during the last 17 days of the 90-day restricted period the Company shall refuse issues an earnings release or material news or a material event relating to recognize any such purported transferee the Company occurs or (2) prior to the expiration of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 490-day restricted period, Parent and the Company may impose stopannounces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-transfer instructions with respect to day period beginning on the Restricted Securities last day of the Restricted Party 90-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the end expiration of the Lock18-Up Period, as well as include customary legends day period beginning on any certificates for any the issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event, unless otherwise waived by the International Representatives.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 60 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any shares of Common Stock, directly par value $0.01 per share, or indirectlyany securities convertible into or exercisable or exchangeable for or repayable with shares of Common Stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities shares of Common Stock, or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Stock issued pursuant to the Company’s 2005 Equity Award Plan, or dividend reinvestment plan, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Common 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 in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 60-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representatives with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests of the Surviving Company Class A Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco securities convertible into or exercisable or exchangeable for Class A Common Shares) received , whether any such transaction is to be settled by delivery of Class A Common Shares or retained as consideration under the Merger Agreementsuch other securities, including securities held in escrow cash or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectivelyotherwise, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; provided, that the Company may, without the prior written consent of the Representatives file or cause the filing of a registration statement under the 1933 Act, or a post-effective amendment or related prospectus supplement to an existing registration statement, to establish or re-establish an “at the market” equity distribution program or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, Class A Common Shares or (iii) publicly disclose the intention to do any of the foregoingsecurities convertible into or exercisable or exchangeable for Class A Common Shares, whether any such transaction described in clauses (i), (ii) or (iii) above is swaps are to be settled by delivery of Restricted Securities Class A Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Class A 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 Registration Statement, the General Disclosure Package and the Prospectus, (C) any Class A Common Shares issued or options to purchase Class A Common Shares granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any Class A Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any direct or indirect offers, negotiations or discussions of transactions contemplating the issuance of Class A Common Shares or any securities convertible into or exercisable or exchangeable for such Class A Common Shares in connection with the potential acquisition of property or assets, or the potential acquisition of, a joint venture with or a merger with another company, (F) the entry by the Company into a definitive agreement contemplating the issuance of any Class A Common Shares or any securities convertible or exercisable or exchangeable for such Class A Common Shares representing up to 10% of the outstanding Class A Common Shares on a fully diluted basis or, with the prior written consent of a nominee of the Representatives selected by the Company, any Class A Common Shares or any securities convertible into or exercisable or exchangeable for such Class A Common Shares representing greater than 10% of the outstanding Class A Common Shares on a fully diluted basis, in each case, (1) in connection with the acquisition of property or assets, or the acquisition of, a joint venture with or a merger with another company, or (2) pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger, and in each such case the filing of a registration statement with respect to, and the making of any public announcement in respect of, or disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of securities; provided that, in the case of (1) and (2) of this clause (F), any recipient of such securities representing greater than 10% of the outstanding Class A Common Shares on a fully diluted basis shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A, and, provided further, that in the case of issuances of securities to MGM or its affiliates pursuant to clause (F), MGM, or such affiliates, shall further agree not to convert or exchange any of its Operating Partnership Units into Class A Common Shares until the foregoing described expiration of the period referred to above, subject to the exceptions stated above, (G) settlement of any transaction pursuant to any forward sale agreement entered into prior to the date hereof pursuant to the terms of the Sales Agreement or (H) any communications by MGM, the Company and the Operating Partnership relating to the waiver, including intentions with respect to exercising such waiver, of the Company’s right to issue Class A shares, in clauses lieu of cash, to MGM or its subsidiaries in connection with MGM or its subsidiaries exercising redemption rights with respect to units representing limited partner interests in the Operating Partnership. Notwithstanding the foregoing, the Company may establish or amend a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of the Class A Common Shares, provided that (i), ) such plan does not provide for the transfer of the Class A Common Shares during the period referred to above and (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions extent a public announcement or filing under the 1934 Act, if any, is required of this Agreementor voluntarily made by or on behalf of the Company regarding the establishment or amendment of such plan, such purported Prohibited Transfer announcement or filing shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect include a statement to the Restricted Securities effect that no transfer of Class A Common Shares may be made under such plan during the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4period referred to above.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “"Lock-Up Period”"), the Company will not, without the prior written consent of Merrxxx Xxxcx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Option Securities to be sold hereunder, (B) 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, (C) the issuance of Rights in accordance with the terms of the foregoing described in clauses (i)Rights Agreement and any shares of Common Stock issued by the Company upon the exercise of a Right, (iiD) any shares of Common Stock issued as payment of any part of the purchase price for funeral homes or cemeteries (iii)or businesses or capital stock of businesses that operate funeral homes or cemeteries) which are acquired by the Company (provided, a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreementhowever, that such purported Prohibited Transfer shares shall be null and void ab initio, and Parent and subject to restrictions that will prohibit the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party thereof until the end after expiration of the Lock-Up Period), as well as include customary legends on any certificates for any (E) options to purchase shares of Common Stock granted pursuant to the Company's 1994 Long-Term Incentive Plan (the "Incentive Plan") (provided, however, that such options shall not be exercisable until after the expiration of the Restricted Securities reflecting the restrictions under this Section 4.Lock-Up Period except

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 30 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, directly or indirectly (i) offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or lend or otherwise transfer or dispose ofof any shares of 8.125% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25 per share) , directly par value $0.01 per share (the “Series A Preferred Stock”), or indirectlyany securities convertible into or exercisable or exchangeable for or repayable with shares of the Series A Preferred Stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any limited liability company interests registration statement under the 1933 Act with respect to any of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement foregoing (collectively, the “Restricted Lock-Up Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap, agreement or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities shares of Series A Preferred Stock, or other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares Series A Preferred Stock issued pursuant to the Company’s 2005 Equity Award Plan, or dividend reinvestment plan, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) Series A Preferred 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 in this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the foregoing described in clauses (i), (ii) 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of the 30-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed in this Agreementclause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waive in writing, such purported Prohibited Transfer shall be null and void ab initio, and Parent and extension. The Company will provide the Company shall refuse to recognize Representative with prior notice of any such purported transferee announcement that gives rise to an extension of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4restricted periods.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during During the period beginning from the date hereof and continuing to and including the date 45 days from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of Xxxxxx Xxxxxx, (iA) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, rights or contract warrant 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 limited liability company interests of common stock of the Surviving Company or any equity interests securities convertible into or exercisable or exchangeable for common stock of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) Company or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (iiB) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any common stock of the foregoingCompany, whether any such swap or transaction described in clauses clause (i), (iiA) or (iiiB) above is to be settled by delivery of Restricted Securities common stock of the Company or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if (any of 1) during the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end last 17 days of the Lock-Up Period, as well as include customary legends on any certificates for any the Company issues an earnings release or material news or a material event relating to the Triangle Entities occurs, or (2) prior to the expiration of the Restricted Securities reflecting Lock-Up Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall automatically be extended and the restrictions under imposed by this Section 43(k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxx Xxxxxx waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) common stock issued or, for avoidance of doubt, purchased in the open market pursuant to the Company’s dividend reinvestment plan or in connection with grants awarded under the Company’ Amended and Restated 2007 Equity Incentive Plan, in each case in the ordinary course consistent with past practice.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Representative, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco securities convertible into or exercisable or exchangeable for Common Stock (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Lockup Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing, (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any of the foregoing such swap, agreement or other transaction described in clauses (i) and (ii), provided, however, that the foregoing shall not prohibit the filing by the Company of any registration statement on Form S-3 and a prospectus for an “at-the-market” offering program either with such Form S-3 or separately, provided that no Lockup Securities are issued pursuant to such registration statement or “at-the-market” offering prospectus, in each case during the 90 day period from the date of the Prospectus. The foregoing sentence shall not apply to (iiA) the Securities to be sold hereunder; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a convertible 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 existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to E) the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and filing by the Company shall refuse to recognize of any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends registration statement on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Form S-8 or a successor form thereto.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, the date Company will not, without the prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, of any limited liability company interests share of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreement, including securities held in escrow exercisable or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) exchangeable for Common Stock or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securitiesforegoing (except for (1) a registration statement on Form S-11 relating to the resale of Common Stock sold by the Company pursuant to the Private Placement Agreement prior to the date hereof, that may be filed following the earlier of (a) the purchase by the Underwriters of the full number of Option Securities set forth in Section 2(b) hereof and (b) the expiration of the option described in Section 2(b) hereof and (2) a registration statement on Form S-8 relating to securities to be issued under the Company’s 2011 Equity Incentive Plan) or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the non-executive director stock plan referred to in the Prospectus or (C) the issuance by the Company of shares of Common Stock in connection with acquisitions of additional assets; provided, however, that with respect to (C), (1) the aggregate number of shares of Common Stock issued in connection with such acquisitions shall be no more than 10% of the foregoing described Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement and (2) any shares of Common Stock issued in connection with such acquisitions shall be subject to the restrictions set forth clauses (i), ) and (ii) above for the duration of the 90-day restricted period from the date of the Prospectus. 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 (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary 2) prior to the provisions expiration of this Agreementthe 90-day restricted period, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Securities as one of its equity holders for any purpose. In order 90-day restricted period, the restrictions imposed in this clause (j) shall continue to enforce this Section 4, Parent and apply until the Company may impose stop-transfer instructions with respect to the Restricted Securities expiration of the Restricted Party until 18-day period beginning on the end date of the Lock-Up Period, as well as include customary legends on any certificates for any issuance of the Restricted Securities reflecting earnings release or the restrictions under this Section 4occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it Company will not, during the for a period of twelve (12) months from the date of the Closing and ending six (6) months following the date of the Closing Prospectus (the “Lock-Up Period”), (i) without the prior written consent of the Underwriter, directly or indirectly offer, lend, pledge, hypothecate, encumber, donatesell, assign, selltransfer, pledge, contract to sell, sell or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than (i) the Company’s sale of the Shares hereunder, (ii) the issuance of shares of Common Stock or options to acquire Common Stock pursuant to the Company’s equity incentive plans, employee benefit plans, qualified stock option plans or contract other employee compensation plans as such plans are in existence on the date hereof and described in the Base Prospectus, Prospectus Supplement or Prospectus, and (iii) the issuance of Common Stock pursuant to purchasethe valid exercises of options, purchase any option warrants, rights or convertible securities outstanding on the date hereof. The Company will cause each executive officer and director and other persons holding securities of the Company listed in Schedule II to furnish to the Underwriter, prior to the Closing Date, a letter, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree, among other things, not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any limited liability company interests shares of the Surviving Company Common Stock or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Stock, including securities held not to engage in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Securities, (ii) enter into any swap or other agreement or arrangement that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence risk of ownership of Common Stock or any such securities and not to engage in any short selling of any Common Stock or any such securities, during the Restricted Securities, or six (iii6) publicly disclose months from the intention to do any date of the foregoing, whether any such transaction described in clauses Prospectus (ithe “Insider Lock-Up Period”), (ii) or (iii) above is to be settled by delivery of Restricted Securities in cash or otherwise (any without the prior written consent of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”)Underwriter. If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the The Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of also agrees that during the Lock-Up Period, as well as include customary legends on the Company will not file any certificates registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans or a registration statement filed pursuant to the exercise by Brean Capital, LLC of its demand registration right set forth in Section 4.1 of that certain Common Stock Purchase Warrant for the purchase of 20,313 shares of Common Stock. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Restricted Securities reflecting Lock-Up Period or the Insider Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period or the Insider Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period or Insider Lock-Up Period, the restrictions under imposed by this Section 4paragraph (n) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 180 days from the date of this Agreement, such Selling Shareholder will not, without the Closing and ending six (6) months following the date prior written consent of the Closing (the “Lock-Up Period”), (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 ofRepresentatives, directly or indirectly, (i) effect a Sale of any limited liability company interests of the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the Securities Act with respect to the Restricted Lock-Up Securities, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership (each, collectively, a "Transfer") of the Restricted Lock-Up Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock, or other securities, in cash or otherwise otherwise. The foregoing restriction shall not apply to (A) any of the foregoing described in clauses (i), (ii) Sale or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up PeriodSecurities pursuant to this Agreement, (B) the conversion of the Company's preferred stock outstanding as of the date hereof into Common Stock, (C) any exercise of stock options existing on the date hereof, (D) any Sale or Transfer of Lock-Up Securities to the partners of a Selling Shareholder, if the Selling Shareholder is a partnership or to the members of the Selling Shareholder, if the Selling Shareholder is a limited liability company, and (E) any Sale or Transfer of Lock-Up Securities to a family member, family partnership or trust, any Transfer upon the death of a family member to his or her executors, legatees or beneficiaries or a bona fide gift, provided that, in the cases of (B), (C), (D), and (E) above, any such transferee shall agree to be bound in writing by the terms of the restrictions in this Agreement with respect to the Lock-Up Securities during the remainder of the aforesaid 180-day period. The foregoing restriction is expressly agreed to preclude the Selling Shareholders from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock-up Securities, even if such Lock-up Securities would be disposed of by someone other than the Selling Shareholders. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any Lock-up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such securities. Notwithstanding the foregoing, if (1) during the last 17 days of the 180 day lock up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180 day lock up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16 day period beginning on the last day of the 180 day lock up period, the restrictions imposed by this provision shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as well as include customary legends on applicable, unless the Representatives waive, in writing, such extension. Such Selling Shareholder hereby acknowledges and agrees that written notice of any certificates for any extension of the Restricted Securities reflecting 180 day lock up period pursuant to the restrictions under previous sentence will be delivered by the Representatives to the Company as further set forth in this Section 4Agreement and that any such notice properly delivered will be deemed to have been given to, and received by, such Selling Shareholder.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days --------------------------------- from the date of the Closing and ending six (6) months following Prospectuses, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Xxxxxxx Xxxxx, directly or indirectly, (i) offer, lendoffer to sell, pledge, hypothecate, encumber, donate, assign, 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 ofof any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, directly or indirectly, any limited liability company interests whether owned as of the Surviving Company date hereof or any equity interests hereafter acquired by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the power of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreementdisposition, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file or cause to be filed any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Stock, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions by any person other than the Company relating to registered shares of Common Stock or other securities acquired in open market transactions or (b) transfers of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to a member of such Selling Shareholder's immediate family or to a trust of which such Selling Shareholder or an immediate family member is the beneficiary (either one a "Transferee") provided that upon any such transfer, the Transferee shall sign a letter substantially similar to the letter agreement set forth as Exhibit C hereto agreeing not to sell, grant any option to purchase, or otherwise (transfer or dispose of any such Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for the remainder of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stopabove-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lockreferenced 90-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4day period.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 120 days from the date of this Agreement, the Closing Company will not, without the prior written consent of CSFBC and ending six (6) months following the date of the Closing (the “Lock-Up Period”)Merrill Lynch, directly or indirectly, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 for the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any limited liability company interests Common Shares of the Surviving Company or any equity interests of Surviving Pubco securities convertible into or exchangeable or exercisable for Common Shares, whether now owned or hereafter acquired (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”upon exercise of options currently held) or file any registration statement under the Securities 1933 Act (provided, however, that this restriction on filing of any registration statement shall not apply to a registration statement on Form S-8) with respect to any of the foregoing (all such Common Shares, the "Restricted Securities, Shares") or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingShares, whether any such swap or transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (any A) the Securities to be sold hereunder, (B) options to purchase Common Shares issued to, or grants of restricted Common Shares made to employees or non-employee directors pursuant to employee and non-employee director equity compensation plans of the foregoing Company in existence on the date hereof and described in clauses the Prospectus (ithe "Existing Plan"), or approved by the shareholders of the Company at the 2002 Annual General Meeting of Shareholders (the "New Plan") provided, however, that the Company shall not grant in the aggregate any such options or restricted Common Shares under the New Plan in excess of 120% of the number of options or restricted Common Shares that is permitted to be granted under the Existing Plan, (C) any Common Shares issued by the Company upon the conversion or exercise of options or restricted shares, as the case may be, outstanding on the date hereof or granted pursuant to subclause (B) of this clause (j) or upon the exercise of warrants outstanding on the date hereof, (D) issuance of preference shares in accordance with the purchase price adjustments set forth in the subscription agreement entered into in connection with the capital infusion (as described in the Prospectus under the heading "The Capital Infusion -- Subscription Agreement -- Purchase Price Adjustments"), (iiE) the conversion of preference shares outstanding on the date hereof or granted pursuant to subclause (D) of this clause (j), (F) Common Shares sold pursuant to the Company's existing employee share purchase plan or (iii), G) Common Shares or securities convertible into Common Shares issued as consideration in any business combination or acquisition with a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to third party approved by the provisions Board of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4Directors.

Restriction on Sale of Securities. The Restricted Party hereby agrees and covenants that, it will not, during the During a period of 90 days from the date of the Closing and ending six (6) months following Prospectus, such Selling Shareholder will not, without the date prior written consent of the Closing (the “Lock-Up Period”)Representatives, (i) offer, lend, pledge, hypothecate, encumber, donate, assign, 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 limited liability company interests of the Surviving Company Common Shares or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received securities convertible into or retained as consideration under the Merger Agreementexercisable or exchangeable for Common Shares or file, including securities held in escrow or otherwise issued or delivered after the Closing pursuant cause to the Merger Agreement (collectivelybe filed, the “Restricted Securities”) or file any registration statement under the Securities 1933 Act with respect to any of the Restricted Securities, foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingCommon Shares, whether any such swap or transaction described in clauses clause (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities Common Shares or such other securities, in cash or otherwise otherwise; notwithstanding the foregoing, if (any A) during the last 17 days of the foregoing described in clauses (i)90-day lock-up period, (ii) the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iii)B) prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a “Prohibited Transfer”)material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period, the restrictions imposed by this Section 1(b)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. If The foregoing sentence shall not apply to the Securities to be sold hereunder, to any Prohibited Transfer is made conversion of Common Shares into Class B Common Shares or attempted contrary to any transfer of Common Shares to or for the benefit of any member of such Selling Shareholder’s family, to any employee of the Company or any subsidiary or affiliate of the Company or to any charity, provided that the transferee agrees to be bound by the provisions of this AgreementSection 1(b)(viii) and provided further that no filing by any party (whether transferor, such purported Prohibited Transfer transferee, distributor, distributee, donor or donee) under the 1934 Act shall be null and void ab initio, and Parent and the Company required or shall refuse to recognize any be made voluntarily in connection with such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 4, Parent and the Company may impose stop-transfer instructions with respect to the Restricted Securities of the Restricted Party until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 4transfer.