Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, offer, pledge, sell, contrxxx xx sxxx, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i) 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 (ii) 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 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.

Restriction on Sale of Securities. During Except as described in the Prospectus, during a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representative, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall In addition, the Company will not apply issue any shares or rights to (A) the Securities to be sold hereunder, (B) any receive shares of Common Stock issued by the Company upon the exercise of an option to any employee, director or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 officer of the Company referred 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 the Prospectus form of Exhibit A attached hereto or (DB) any such shares or rights to receive such shares are subject to transfer restrictions restricting such persons from selling, transferring or otherwise disposing of Common Stock issued pursuant such shares or rights to any non-employee director stock plan or dividend reinvestment planreceive such shares until at least 180 days after the date of this Agreement. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Underwriters, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Prospectus, (DC) any shares of Common Stock issued by the Company upon the exercise of any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (D) the issuance of Common Stock pursuant to any non-employee director stock plan or the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18045-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18045-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 18045-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from For the date of the ProspectusLock-Up Period, the Company Manager will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to the Lock-Up Securities: (A) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of Lock-Up Securities, (B) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2C) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common StockLock-Up Securities, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (E) except as permitted under Section 5(a)(xiv) with respect to Manager’s capacity as external manager of the Company, file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. the Representative Notwithstanding the foregoing, if (i1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp 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 180Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any nonin connection with the Pre-employee director stock plan or dividend reinvestment planOffering Transactions as described in the Prospectus. Notwithstanding the foregoing, if if: (i1) during the last 17 days of the such 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the such 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 day-period beginning on the last day of the such 180-day restricted period, the restrictions imposed in by this paragraph letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. (i) During a the period of 180 beginning on the date hereof and continuing to but not including the date 45 days from after the date of this Agreement (subject to extensions as discussed below, the Prospectus“Lock-up Period”), the Company will not, without the prior written consent of Merrill Lynchthe Underwriter, (1) directly or indirectly, (x) offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale or lend or otherwise transfer or dispose of or transfer any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1x) or (2y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if the Underwriter is unable to publish or distribute research reports on the Company pursuant to Rule 139 under the 1933 Act, and (i1) during the last 17 days of the 180Lock-day restricted period up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will issue an earnings 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 180Lock-day restricted periodup Period, the restrictions imposed in this paragraph clause (x) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or issued, options to purchase Common Stock or other securities or equity awards granted pursuant to existing employee benefit plans of the Company referred to or incorporated by reference in the Prospectus or Prospectus, (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 any acquisition, joint venture or similar transaction. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchMxxxxxx Lxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence restriction applies to Common Stock and to securities convertible into or exchangeable or exercisable for or repayable with Common Stock. It also applies to Common Stock owned now or acquired later by the person executing the lockup agreement or for which the person executing the agreement later acquires the power of disposition. The foregoing, however, 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 hereunder or warrant securities to be offered or the conversion of sold in a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planBusiness Combination. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release material news or the occurrence of the material news or material event, as the case may be.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchBofA Xxxxxxx Xxxxx and Xxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company and equity incentive plans referred to in the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan or (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (C) and (D). Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a the period of 180 beginning from the date hereof and continuing to and including the date 60 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company Triangle Entities will not, without the prior written consent of Merrill LynchXxxxxx Xxxxxx, (1A) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract 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 any share common stock of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock common stock of the Company or file any registration statement under the 1933 Act with respect to any of the foregoing or (2B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stockcommon stock of the Company, whether any such swap or transaction described in clause (1A) or (2B) above is to be settled by delivery of Common Stock common stock of the Company or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs Triangle Entities occurs, or (ii2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180Lock-day restricted periodUp Period, then the Lock-Up Period shall automatically be extended and the restrictions imposed in by this paragraph Section 3(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. During a period of 180 days from For the date of the ProspectusLock-Up Period, the Company Manager will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to the Lock-Up Securities: (A) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of Lock-Up Securities, (B) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2C) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common StockLock-Up Securities, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (E) except as permitted under Section 5(a)(xv) with respect to Manager’s capacity as external manager of the Company, file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planthe Representatives. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp 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 180Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company and equity incentive plans referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx and X.X. Xxxxxx Securities Inc., (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Act or any prospectus under Canadian Securities Laws with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the ProspectusGeneral Disclosure Package and the Prospectuses, or (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planGeneral Disclosure Package and the Prospectuses. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days 60 from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Preferred Stock or any equity securities similar to or ranking on par with or senior to the Preferred Stock or any securities convertible into or exercisable or exchangeable for Common Preferred Stock or similar, parity or senior equity securities, including without limitation Preferred Units, or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockPreferred Stock or such similar, parity or senior equity securities, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Preferred Stock or such similar, parity or senior equity securities 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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-day restricted period, the Company announces that it will issue an earnings 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 18060-day restricted period, the restrictions imposed in this paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to its common shares of beneficial interest or any securities convertible into or exchangeable or exercisable for any of its common shares of beneficial interest (“Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap or transaction described action, without the prior written consent of the Representatives except grants of employee stock options pursuant to the terms of a plan in clause (1) or (2) above is effect on the date hereof, issuances of Lock-Up Securities pursuant to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant such options or the conversion exercise of a security any other employee stock options outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares or issuances of Common Stock issued or options to purchase Common Stock granted Lock-Up Securities pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or Company’s dividend reinvestment plan. Notwithstanding The initial Lock-Up Period will commence on the foregoingdate hereof and continue for 60 days after the date of the commencement of the public offering of the Offered Securities or such earlier date that the Representatives consent to in writing; provided, however, that if (i1) during the last 17 days of the 180initial Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180initial Lock-day restricted periodUp 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or currently proposed to be adopted by the Company's shareholders or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. (i) During a the period of 180 beginning on the date hereof and continuing to but not including the date 60 days from after the date of this Agreement (subject to extensions as discussed below, the Prospectus“Lock-up Period”), the Company will not, without the prior written consent of Merrill Lynchthe Underwriter, (1) directly or indirectly, (x) offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale or lend or otherwise transfer or dispose of or transfer any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1x) or (2y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if the Underwriter is unable to publish or distribute research reports on the Company pursuant to Rule 139 under the 1933 Act, and (i1) during the last 17 days of the 180Lock-day restricted period up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will issue an earnings 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 180Lock-day restricted periodup Period, the restrictions imposed in this paragraph clause (x) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchKxxxx Bxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold by the Company 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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if in the event that either (i) during the period that begins on the date that is 15 calendar days plus 3 business days before the last 17 days day of the 180-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the 180-day restricted periodRestricted 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 periodRestricted Period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus 3 business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs.

Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrill Lynch, (1) 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 (the “Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of the Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common StockLock-Up Securities, whether (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to the Lock-Up Securities, or publicly disclose the intention to take any such swap or transaction described in clause (1) or (2) above is to be settled by delivery action, without the prior written consent of Common Stock or such other securities, in cash or otherwisethe Representatives. The foregoing sentence shall will not apply to (A) the Securities issuance of the Class A ordinary shares represented by the ADSs to be sold hereunder, in this offering and the sale of such ADSs; (B) any the grant of employee stock options or restricted share units pursuant to the terms of the Company’s 2008 Share Incentive Plan; or (C) the issuance of ordinary shares of Common Stock issued by the Company upon the exercise vesting of an option or warrant or restricted share units outstanding as of the conversion date of a security outstanding this Agreement. The initial Lock-Up Period will commence on the date hereof (including any preferred stock) and referred to in continue for 180 days after the Prospectusdate hereof; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoinghowever, that if (i1) during the last 17 days of the 180initial Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180initial Lock-day restricted periodUp 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph 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, unless Xxxxxxx Xxxxx waives such extension.

Restriction on Sale of Securities. During For a period of 180 90 days from after the date of the Prospectusinitial public offering of the Securities, the Company will not, without the prior written consent of Merrill Lynch, not (1i) directly or indirectly, offer, pledge, announce the intention to sell, contrxxx xx sxxxsell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) , without the prior written consent of the Representatives, other than the Securities to be sold hereunder, (B) any shares hereunder and in the Company’s concurrent offering of Common Stock issued Stock, the issuance by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued securities or options to purchase Common Stock granted pursuant to existing under its current employee benefit plans plans, the issuance by the Company of securities in exchange for or upon conversion of the Company referred to Company’s securities described in the Registration Statement or the Prospectus in accordance with their terms or (D) any shares the issuance of Common Stock issued pursuant securities in connection with acquisitions and private placements by the Company; provided, however, that the recipients of such securities in private placements and acquisitions agree in writing to any non-employee director stock plan or dividend reinvestment planbe bound by these restrictions with respect to such securities. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in by this paragraph Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company Manager will not, without the prior written consent of Merrill Lynchthe Representatives, (1) directly or indirectly, (i) offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing; or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder 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), (B1) the aggregate number of shares of Common Stock issued in connection with such acquisitions shall be no more than 15% of the Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement and (2) any shares of Common Stock issued by in connection with such acquisitions shall be subject to the Company upon restrictions set forth clauses (i) and (ii) above for the exercise duration of an option or warrant or the conversion of a security outstanding on 60-day restricted period from the date hereof (including any preferred stock) and referred to in of the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-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 18060-day restricted period, the restrictions imposed in this paragraph clause (a) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchFPK, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (x) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchBofA Xxxxxxx Xxxxx and Xxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company and equity incentive plans referred to in the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan or (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (C) and (D). Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if in the event that either (i) during the period that begins on the date that is 15 calendar days plus 3 business days before the last 17 days day of the 180-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the 180-day restricted periodRestricted 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 periodRestricted Period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus 3 business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs.

Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. plan or (E) any shares of Common Stock issued upon the redemption of any units of limited partnership interest of the Operating Partnership that are issued and outstanding as of the date of this Agreement; Notwithstanding the foregoing, if (i1) during the last 17 days of the 18018-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18018-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 18018-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) any shares of Common the Private Placement Shares to be sold pursuant to the Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the ProspectusPurchase Agreement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Company, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan plans or dividend reinvestment planplans or (E) any shares of Common Stock issued in any merger or acquisition transaction. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from after the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lyncheach of the Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in 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 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 planreferred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless each of the Representatives waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchX.X. Xxxxxx and ML, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract 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 lend or dispose of or transfer any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in 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 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 planplan referred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-day restricted period, the Company announces that it will issue an earnings 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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, amend or supplement any registration statement under the 1933 Act with respect to effecting any of the foregoing (other than with respect to the Securities) or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred and issued under the Company’s existing employee benefit or stock) and -based compensation plans referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or other stock-based compensation plans of the Company referred to in the Prospectus or Prospectus, (D) any shares of Common Stock issued by the Company pursuant to the dividends or distributions payable to holders of the Common Stock generally consistent with expectations disclosed by the Company in the Registration Statement, Prospectus and General Disclosure Package or (E) registration statements on Form S-8 or the registration of any non-employee director stock plan securities referenced in clauses (B) or dividend reinvestment plan(C) above. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-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 18060-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Underwriter, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, amend or supplement any registration statement under the 1933 Act with respect to effecting any of the foregoing (other than with respect to the Securities) or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred and issued under the Company’s existing employee benefit or stock) and -based compensation plans referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or other stock-based compensation plans of the Company referred to in the Prospectus or Prospectus, (D) any shares of Common Stock issued by the Company pursuant to the dividends or distributions payable to holders of the Common Stock generally consistent with expectations disclosed by the Company in the Registration Statement, Prospectus and General Disclosure Package or (E) registration statements on Form S-8 or the registration of any non-employee director stock plan securities referenced in clauses (B) or dividend reinvestment plan(C) above. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-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 18060-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 30 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by sold pursuant to the Company’s Direct Stock Purchase Program and Dividend Reinvestment Program; provided that the Company upon shall not grant any purchase volume waivers under such plan during the exercise period of an option or warrant or the conversion of a security outstanding on 30 days from the date hereof (including any preferred stock) and referred to in of the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee non‑employee director stock plan plans or dividend reinvestment planplans. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18030-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18030-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 18030-day restricted period, the restrictions imposed in this paragraph (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company and the Selling Stockholders will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or cause to be filed any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by nor will it restrict the Company upon from filing a registration statement with respect to, and issuing securities under, the exercise Company’s 2007 stock incentive plan and will not prohibit the admission of an option or warrant new limited partners to, or the conversion transfer of a security outstanding on limited partnership interests in, Sxxxxxxx Holdings, LP. In addition, the date hereof (including any preferred stock) and referred lock-up provision will not apply to in the Prospectus, (C) any shares issuance of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans equity securities of the Company referred as consideration for acquisitions, provided those equity securities are subject to in the Prospectus or (D) any shares of Common Stock issued pursuant to any nonlock-employee director stock plan or dividend reinvestment planup restrictions described above. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph 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; provided, however, that in no event shall such restrictions extend past 214 days from the date of the Prospectus.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by pursuant to the Company upon Company’s 2009 Incentive Share Award Plan (the exercise of an option “Plan”) or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectusdividend reinvestment plan, (C) the issuance of any shares Common Shares to owners of any assets, property or business which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such assets, property or business; provided that no more than an aggregate of five percent (5%) of the number of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans Shares outstanding as of the Company referred to Closing Time are issued as consideration in connection with all such acquisitions; and provided, further, that the Prospectus or Representatives receive a signed lock-up agreement in substantially the form of Exhibit A hereto for the balance of the 180-day restricted period from the recipients receiving Common Shares in connection with any such acquisitions, and (D) any shares of Common Stock issued pursuant registration statement on Form S-8 under the 1933 Act with respect to any non-employee director stock plan or dividend reinvestment planthe foregoing clauses (B) and (C). Notwithstanding the foregoing, if (i1) during the last 17 days of the 180-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) 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 paragraph Section 3(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.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of Merrill Lynchthe Representative, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 Prospectus 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 or dividend reinvestment plan. Notwithstanding In the foregoing, if 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 17 days day of the 18090-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news news, or a material event relating to the Company occurs and/or subsidiaries occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.

Restriction on Sale of Securities. During a the period of 180 days from the date of the Prospectus, the Company or its directors or executive officers, will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, sell, offer, contract or grant any option to sell, pledge, selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, contrxxx xx sxxx, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of or transfer (or enter into any share of Common Stock transaction that is designed to, or any securities convertible into might reasonably be expected to, result in the disposition of), or exercisable or exchangeable for Common Stock announce the offering of, or file any registration statement under the 1933 Securities Act with in respect of, any shares of Common Stock, options or warrants to any acquire shares of the foregoing Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, Concurrent Offering or (CB) any shares of Common Stock issued or options to purchase awards based on Common Stock granted pursuant by the Company to existing employee benefit plans the Manager, the Company’s officers or directors or any persons employed by Starwood Capital under any of the Company referred to Company’s equity incentive plans, in each case, as described in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planRegistration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180-day restricted period described above the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (ii2) prior to the expiration of the 180-day restricted periodperiod described above, 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 paragraph clause (m) 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 eventevent as applicable, unless the Representatives waive, in writing, such restrictions. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lockup letters described in section 6(j) with prior notice of any such announcement that gives rise to an extension of the restricted periods.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce the intention to do any of the foregoing. 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 (including any preferred stock) and referred to in 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 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 planreferred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (except for a registration statement on Form S-8 relating to the Company’s non-executive director stock plan) or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option Management Shares or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company non-executive director stock plan referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for its Common Stock (“Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap action, without the prior written consent of Credit Suisse, except issuances of Lock-Up Securities pursuant to the conversion of convertible securities or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option warrants or warrant or the conversion of a security options, in each case outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof (including any preferred stock) and referred continue for 90 days after the date of the commencement of the public offering of the Units or such earlier date that Credit Suisse consents to in the Prospectuswriting; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoinghowever, that if (i1) during the last 17 days of the 180initial Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180initial Lock-day restricted periodUp 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Placement Agents with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities. During a the period of 180 beginning from the date hereof and continuing to and including the date 30 days from the date of the ProspectusProspectus (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 Merrill LynchXxxxxx Xxxxxxx, (1A) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract 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 any share common stock of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock common stock of the Company or file any registration statement under the 1933 Act with respect to any of the foregoing or (2B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stockcommon stock of the Company, whether any such swap or transaction described in clause (1A) or (2B) above is to be settled by delivery of Common Stock common stock of the Company or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs Triangle Entities occurs, or (ii2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180Lock-day restricted periodUp Period, then the Lock-Up Period shall automatically be extended and the restrictions imposed in by this paragraph Section 3(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. During a period of 180 days from the date of the ProspectusProspectus (subject to extension as provided below), the Company will not, without the prior written consent of Merrill LynchLynch and TWP, (1i) directly or indirectly, offer, pledge, sell, contrxxx xxxxxaxx xx sxxxsell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock Stock, restricted stock, stock appreciation rights or other incentive awards granted pursuant to existing employee benefit stock option or incentive plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding Prospectus; provided, however, that if the foregoing, if Company (i) 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 during the last 17 days of such 180-day period or (ii) prior to the expiration of the such 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 such 180-day restricted period, then, if the Company and Merrill Lynch and TWP mutually agree, the restrictions imposed in by this paragraph xxxxxxtxxx (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the such earnings release or the occurrence of the such material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph 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. The foregoing restrictions 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 Company referred to in the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan in effect on the date hereof or (E) the filing of a registration statement on Form S-8, or equivalent form, under the 1933 Act with respect to any stock plan or employee benefit plan in effect on the date hereof.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of Merrill Lynchthe Representative, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing except for sales of shares of Common Stock as a result of the mergers of 401(K) plans upon effectiveness of the merger or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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, director incentive plans, dividend reinvestment and stock purchase plans or employee stock purchase plan of the Company referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus, provided that any such options shall not be vested and exercisable within 90 day restricted period referred to above, or (D) any shares of Common Stock issued pursuant to any non-non employee director stock plan or dividend reinvestment plan, director incentive plans, dividend reinvestment and stock purchase plans or employee stock purchase plan. Notwithstanding In the foregoing, if 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 17 days day of the 18090 day restricted period and ends on the last day of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs and/or subsidiaries occurs, or (ii) prior to the expiration of the 180-day 90day 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 16l6-day period beginning on the last day of the 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.

Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representative, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder and any shares of Common Stock delivered upon conversion of such Securities, (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 (including any preferred stock) 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 Prospectus or 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 (E) any shares of Common Stock issued pursuant to the Company’s dividend reinvestment planand share purchase plan existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided that such issuances shall not exceed 1,000,000 shares in the aggregate during the 60-day restricted period. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-day restricted period, the Company announces that it will issue an earnings 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 18060-day restricted period, the restrictions imposed in this paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 days from after the date of the Prospectus, the Company such Selling Shareholder will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx and Pactual, (1) directly or indirectly, indirectly (i) offer, pledge, lend, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Shares or ADSs or any security that constitutes the right to receive Common Shares or ADSs or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock Shares or ADSs or file or cause to be filed with the Commission or the CVM any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common StockShares or ADSs, whether any such swap or other agreement or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares or ADSs 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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if if: (i1) during the last 17 days of the 180-day restricted lock-up period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 180-day restricted 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 restricted lock-up period, the restrictions imposed in 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 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 (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 or its subsidiaries in connection with the BNDES Recap Program, including, without limitation, transactions involving conversion or exchange of debt into equity.

Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Underwriters, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Prospectus, (DC) any shares of Common Stock issued by the Company upon the exercise of any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (D) the issuance of Common Stock pursuant to any non-employee director stock plan or the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18045-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18045-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 18045-day restricted period, the restrictions imposed in this paragraph 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. In addition, the Company will not waive the blackout period relating to the Company’s first quarter of 2009 under its corporate xxxxxxx xxxxxxx policy with respect to any director or executive officer and, as applicable under such policy, affiliates thereof.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (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 (including any preferred stock) and referred to in the Prospectushereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Company, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan plans or dividend reinvestment planplans or (E) any shares of Common Stock issued in mergers and acquisition transactions. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During For a period of 180 90 days from after the date of the Prospectushereof, the Company will not, without the prior written consent of Merrill Lynch, not (1a) directly or indirectly, offer, pledge, announce the intention to sell, contrxxx xx sxxxsell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (1a) or (2b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , without the prior written consent of the Underwriter; provided, however, that the foregoing sentence shall not apply to (A) the issuance and sale of the Securities to be sold hereunder, under this Agreement; (B) any the grant of employee or director stock options pursuant to a plan in effect on the date of this Agreement; (C) the issuance by the Company of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security stock options outstanding on the date hereof of this Agreement or issued in accordance with clause (including any preferred stockB); (D) filing of registration statements on Form S-8 and amendments thereto in connection with the stock options referred to in the Prospectus, clause (C) any shares or a plan in effect on the date of Common Stock issued or options to purchase Common Stock granted this Agreement; and (E) issuances pursuant to existing direct stock purchase, dividend reinvestment, employee benefit stock purchase plans and employee savings plans in effect on the date of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planthis Agreement. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in by this paragraph Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph 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, unless Xxxxxxx Xxxxx waives such extention.

Restriction on Sale of Securities. During For a period of 180 days from commencing on the date hereof and ending on the 90th day after the date of the ProspectusProspectus (the "Lock-Up Period"), the Company will not, without the prior written consent of Merrill Lynchdirectly or indirectly, (1) directly or indirectly, offer, pledgeoffer for sale, sell, contrxxx xx sxxx, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase pledge or otherwise transfer or dispose of (or enter into any share transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable exchangeable for Common Stock, or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Stock, (2) enter into any swap or any other agreement or any derivatives transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence benefits or risks of ownership of the such shares of Common Stock, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence , (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, in each case without the prior written consent of the Underwriter, which consent shall not apply to (A) be unreasonably withheld, other than 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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to existing benefits plans or agreements with employees or directors and any non-employee director stock plan or dividend reinvestment planshares of Common Stock issued pursuant to the Company's Stock Purchase and Dividend Reinvestment Plan in effect on the date hereof. Notwithstanding the foregoingforegoing paragraph, if (i1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp 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 180Lock-day restricted periodUp Period, then the restrictions imposed in this 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 occurrence 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. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx and X.X. Xxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration statement on Form S-8 or Form S-4) or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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, qualified stock option plans or other employee compensation plans of the Company outstanding on the date hereof and referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During For a period of 180 90 days from after the date of the Prospectushereof, the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to any Offered Securities or Underlying Shares, or any securities convertible into or exchangeable or exercisable for any Offered Securities or Underlying Shares (“Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stock, whether meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities or publicly disclose the intention to take any such swap or transaction described action, without the prior written consent of Credit Suisse, except in clause all cases (1a) or (2) above is to be settled by delivery issuances of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Lock-Up Securities to be sold hereunder, (Bb) any shares issuances of Common Stock issued by Lock-Up Securities pursuant to the Company upon conversion or exchange of convertible or exchangeable securities or the exercise of an option warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof and described in the General Disclosure Package, and (including any preferred stockc) grants of stock options, stock awards or restricted stock units, or issuances of shares of Common Stock, pursuant to the terms of a stock incentive plan or employee stock purchase plan in effect on the date hereof and described in the General Disclosure Package (provided, that such securities, other than shares of our common stock issued pursuant to our employee stock purchase plan, do not vest or are otherwise non-transferable during the 90-day period referred to in the Prospectusabove), (C) any or issuances of shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans the exercise of such options granted during the Company 90-day period referred to in the Prospectus or above (D) any provided, that such shares of Common Stock issued pursuant to any are non-employee director stock plan transferable during such 90-day period). The Company will not at any time directly or dividend reinvestment plan. Notwithstanding the foregoingindirectly, if take any action referred to in clauses (i) during through (v) above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the last 17 days exemption afforded by Section 4(2) of the 180-day restricted period the Company issues an earnings release or material news or a material event relating Securities Act to cease to be applicable to the Company occurs or (ii) prior to the expiration offer and sale 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 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 eventOffered Securities.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company Fund will not, without the prior written consent of Merrill Lynch, UBS (1A) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract 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 any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (2B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (1A) or (2B) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A1) the Securities to be sold hereunderhereunder or (2) Shares issued or, (B) for avoidance of doubt, purchased in the open market pursuant to 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 (including any preferred stock) and dividend reinvestment plan referred to in 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 Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180-day restricted period the Company Fund issues an earnings release or material news or a material event relating to the Company Fund occurs or (ii2) prior to the expiration of the 180-day restricted period, the Company Fund announces that it will issue an earnings 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Securities Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the ProspectusRegistration Statement, the Pricing Disclosure Package and the Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planRegistration Statement, the Pricing Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-day restricted period, the Company announces that it will issue an earnings 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 18090-day restricted period, the restrictions imposed in this paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for its Common Stock (“Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the 1934 Act or (v) file with the Commission a registration statement under the 1933 Act (other than a registration statement on Form S-8) relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap or transaction described in clause action, without the prior written consent of the Representatives, except (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder, (Bb) any shares of Common Stock issued the issuance by the Company of shares of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, Prospectus and of which the Representatives have been advised in writing or (Cc) any the issuance of stock options and other stock-based awards (or the issuance of shares of Common Stock issued or options upon exercise thereof) to purchase Common Stock granted eligible participants pursuant to existing employee benefit stock incentive plans of the Company referred described in the Registration Statement, the General Disclosure Package or the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date of the commencement of the public offering of the Securities or such earlier date that the Representatives consent to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planwriting. Notwithstanding the foregoing, if (iA) during the last 17 days of the 180initial 90-day restricted period Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (iiB) prior to the expiration of the 180initial 90-day restricted periodLock-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 18090-day restricted period, the restrictions imposed in this paragraph Lock-Up Period 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, except that such extension will not apply if the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any underwriter during the 15 days before or after the last day of the Lock-Up Period (before giving effect to such extension). The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 90-day Lock-Up Period.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a registration statement on Form S-8 to cover Ordinary Shares reserved under the Company’s 2010 share incentive plan) or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, or (C) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchRenCap, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of Merrill Lynchthe Representative, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The 18 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 (including any preferred stock) 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 Prospectus 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-non employee director stock plan or dividend reinvestment plan. Notwithstanding In the foregoing, if 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 17 days day of the 18090-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 occurs and/or subsidiaries occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.

Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for its Common Stock (“Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap action, without the prior written consent of Leerink, except issuances of Lock-Up Securities pursuant to the conversion of convertible securities or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option warrants or warrant or the conversion of a security options, in each case outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof (including any preferred stock) and referred continue for 90 days after the date of the commencement of the public offering of the Units or such earlier date that Leerink consents to in the Prospectuswriting; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoinghowever, that if (i1) during the last 17 days of the 180initial Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180initial Lock-day restricted periodUp 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless Leerink waives, in writing, such extension. The Company will provide the Placement Agents with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus Prospectus, provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding In the foregoing, if 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 17 days day of the 18090-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 occurs occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchMerrxxx Xxxcx, (1x) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce the intention to do any of the foregoing. 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 (including any preferred stock) and referred to in 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 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 planreferred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph 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. The Company shall provide notice to all holders of its Common Stock that are subject to substantially the same restrictions as set forth in this clause (j) in the event of any such material news or material event triggering the 18-day extension set forth herein.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchML and X.X. Xxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract 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 lend or dispose of or transfer any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in 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 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 planplan referred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of Merrill LynchWachovia on behalf of the Underwriters, offer, sell, contract to sell, pledge or otherwise dispose of (1or enter 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 Stockholder), directly or indirectly, offerincluding the filing (or participation in the filing) of a registration statement with the Commission in respect of, pledgeor 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 and the 1934 Act Regulations with respect to, sell, contrxxx xx sxxx, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock, Preferred Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the such Common Stock, Preferred Stock or other capital stock (whether owned by such Selling Stockholder at the date of this Agreement or subsequently acquired by such Selling Stockholder) (collectively, the "Capital Stock"), or publicly announce an intention to effect any such swap or transaction described in clause transaction, for a period beginning on and including the date of the Prospectus through and including the date which is 180 days after the date of the Prospectus. If (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs; or (ii2) 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, then the restrictions imposed in by this paragraph subsection shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release release, the disclosure of material news or the occurrence of the material news event, as applicable. The foregoing restrictions shall not apply to (a) the Securities to be sold pursuant to this Agreement, or material event.(b) transactions relating to shares of Capital Stock acquired in open market transactions after the Closing Date, or (c) the establishment of a Capital Stock trading plan pursuant to Rule 10b5-1 under the 1934 Act, provided that such plan is approved in advance by Wachovia and provided further that no transfers occur under such plan during the restricted period referred to in this subsection, or (d) transfers of shares of Capital Stock as a bona fide gift or gifts, or by will or intestacy, to any member of the Selling Stockholder's immediate family, to a trust the beneficiaries of which are exclusively the Selling Stockholder or members of the Selling Stockholder's immediate family, or to charitable or educational organizations, or (e) distributions of shares of Capital Stock to limited partners, limited liability company members or stockholders of the Selling Stockholder, or (f) distributions by a trust to its beneficiaries of shares of Capital Stock; provided, however, that in the case of any transfer pursuant to clauses (d), (e) or (f), (i) the Selling Stockholder provides written notice of such transfer to Wachovia no later than three business days prior to such transfer, (ii) the transferee executes and delivers to Wachovia, not later than one business day prior to such transfer, an agreement, in form and substance reasonably satisfactory to Wachovia, substantially to the effect set forth in this subsection (it being understood that any references to "immediate family" in the agreement executed by such transferee shall

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 Prospectus 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-non employee director stock plan or dividend reinvestment plan. Notwithstanding In the foregoing, if 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 17 days day of the 18090-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 occurs and/or subsidiaries occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the The Company will not, without the prior written consent of Merrill LynchUnderwriter, offer, sell, contract to sell, pledge or otherwise dispose of (1or enter into any transaction which 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 Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, offerincluding the filing (or participation in the filing) of a registration statement with the Commission in respect of, pledgeor 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, sell, contrxxx xx sxxx, 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 shares of any share of the Company’s Common Stock or other capital stock or any securities convertible into, or exercisable or exchangeable for, shares of the Company’s Common Stock or other capital stock, or publicly announce an intention to effect any such transaction, for a period beginning on and including the date of this Agreement through and including the date which is 30 days after the date of this Agreement; provided, however, that the Company may (i) transfer any Common Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock or file any registration statement under other capital stock to the 1933 Act with respect to any of the foregoing or Underwriter, (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of issue 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 (including any preferred stock) and referred to in the Prospectusthat is currently outstanding, (Ciii) any shares of Common Stock issued or grant options to purchase Common Stock granted pursuant to under our existing incentive stock plans (provided the options do not become exercisable during such 30-day period) and (iv) issue Common Stock under our existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment purchase plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18030-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs is announced; or (ii2) prior to the expiration of the 18030-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 18030-day restricted period, the restrictions imposed in by this paragraph Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence announcement of the material news or material event, unless the Underwriter waives, in writing, that extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusFinal Prospectuses, the Company will nothereby agrees not to, directly or indirectly, without the prior written consent of Merrill LynchCormark, (1) directly such consent not to be unreasonably withheld or indirectly, offer, pledge, sell, contrxxx xx sxxxdelayed, sell any option or contract issue or announce its intention to purchasesell or issue, purchase any option or contract negotiate or enter into an agreement to sellsell or issue, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities of the Company (including securities that are convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any into securities of the foregoing or Company) other than (2i) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, pursuant to the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause offering contemplated herein; (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aii) the Securities to be sold hereunder, issuance of non-convertible debt securities; (Biii) any shares of Common Stock issued by the Company upon the exercise of an option convertible securities, options or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 warrants of the Company referred or Cadiscor Resources Inc. outstanding as of the date hereof; (iv) pursuant to in the Prospectus Company’s stock option plan; or (Dv) any shares of Common Stock issued pursuant to any non-employee director stock plan an acquisition of shares or dividend reinvestment planassets of arm’s length persons which does not result in a change of control of the Company. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph 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 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) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the 1933 Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. The Company will provide the Underwriters with prior notice of any such announcement that gives rise to an extension of the restricted period.

Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1) directly or indirectly, (i) offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing; or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder 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), (B1) the aggregate number of shares of Common Stock issued in connection with such acquisitions shall be no more than 15% of the Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement and (2) any shares of Common Stock issued by in connection with such acquisitions shall be subject to the Company upon restrictions set forth clauses (i) and (ii) above for the exercise duration of an option or warrant or the conversion of a security outstanding on 60-day restricted period from the date hereof (including any preferred stock) and referred to in of the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-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 18060-day restricted period, the restrictions imposed in this paragraph clause (j) 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.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) any the 2,500,000 shares of Common Stock to be issued by the Company upon to ACAS at the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the ProspectusClosing Time, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Company, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan plans or dividend reinvestment planplans or (E) any shares of Common Stock issued in mergers and acquisition transactions. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of Merrill LynchWachovia on behalf of the Underwriters, offer, sell, contract to sell, pledge or otherwise dispose of (1or enter 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 Stockholder), directly or indirectly, offerincluding the filing (or participation in the filing) of a registration statement with the Commission in respect of, pledgeor 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 and the 1934 Act Regulations with respect to, sell, contrxxx xx sxxx, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock, Preferred Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the such Common Stock, Preferred Stock or other capital stock (whether owned by such Selling Stockholder at the date of this Agreement or subsequently acquired by such Selling Stockholder) (collectively, the “Capital Stock”), or publicly announce an intention to effect any such swap or transaction described in clause transaction, for a period beginning on and including the date of the Prospectus through and including the date which is 90 days after the date of the Prospectus. If (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, then the restrictions imposed in by this paragraph subsection shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release release, the disclosure of material news or the occurrence of the material news event, as applicable. The foregoing restrictions shall not apply to (a) the Securities to be sold pursuant to this Agreement, or material event(b) transactions relating to shares of Capital Stock acquired in open market transactions after the Closing Date, or (c) the establishment of a Common Stock trading plan pursuant to Rule 10b5-1 under the 1934 Act, provided that such plan is approved in advance by Wachovia and provided further that no transfers occur under such plan during the restricted period referred to in this subsection (as the same may be extended as provided in this subsection), or (d) transfers of shares of Capital Stock as a bona fide gift or gifts, or by will or intestacy, to any member of the Selling Stockholder’s immediate family, to a trust the beneficiaries of which are exclusively the Selling Stockholder or members of the Selling Stockholder’s immediate family, or to charitable or educational organizations, or (e) distributions of shares of Capital Stock to limited partners, limited liability company members or stockholders of the Selling Stockholder, or (f) distributions by a trust to its beneficiaries of shares of Capital Stock; provided, however, that in the case of any transfer pursuant to clauses (d), (e) or (f), (i) the Selling Stockholder provides written notice of such transfer to Wachovia no later than three business days prior to such transfer, (ii) the transferee executes and delivers to Wachovia, not later than one business day prior to such transfer, an agreement, in form and substance reasonably satisfactory to Wachovia, substantially to the effect set forth in this subsection (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of such Selling Stockholder), (iii) neither the Selling Stockholder nor the transferee shall publicly disclose the transfer, except to the extent required by law and (iv) the Selling Stockholder shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the 1934 Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in this subsection (as the same may be extended as provided in this subsection). For purposes of this paragraph, “immediate family” shall mean a spouse, lineal descendent, father, mother, brother or sister of such Selling Stockholder.

Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 Prospectus or 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 planplan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares of Common Stock issued pursuant to any other dividend reinvestment and stock purchase plan established by the Company. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18060-day restricted period, the Company announces that it will issue an earnings 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 18060-day restricted period, the restrictions imposed in this paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event., unless the Representatives waive, in writing, such extension. Notwithstanding the foregoing, the Company may, at any time after the 45th day immediately following the date of the Prospectus, issue shares of Common Stock pursuant to and within the existing limitations of, the Company’s “At the Market” program referred to in the Registration Statement, the General Disclosure Package and the Prospectus

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or and (D) any registration statement with respect to shares of Common Stock to be issued pursuant to any non-employee director stock plan or dividend reinvestment planand sold by the Company. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or ADSs or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares or ADSs, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Ordinary Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, Prospectus or (C) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18180-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to any offering, sale, issuance or registration of (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 (including any preferred stock) and pursuant to the existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any nonthe Stock and Unit Plan for Non-employee director stock plan or dividend reinvestment planEmployee Directors described in the Prospectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph 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. For the avoidance of doubt, the preceding sentence shall not be deemed to require more than one extension of the 180-day restricted period.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchMxxxxxx Lxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) 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 (ii2) 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 paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit equity incentive plans of the Company referred to in the Prospectus (including any document incorporated by reference therein), provided that such options issued or (D) any shares of Common Stock issued pursuant granted on or after the date hereof shall not be vested and exercisable within the 90-day period referred to any non-employee director stock plan or dividend reinvestment planabove. Notwithstanding In the foregoing, if event that either (i) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 18090-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 occurs occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus (including any document incorporated by reference therein), or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan in effect as of the date of this Agreement. Notwithstanding the foregoing, if in the event that either (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last 17 days day of the 18090-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 occurs (it being acknowledged and agreed that any announcement by the Company of the declaration or payment of regular quarterly cash dividends on common stock consistent with past practice shall not constitute material news or a material event), or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed set forth in this paragraph shall will continue to apply until the expiration of the 18-day period beginning date that is fifteen (15) calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Underwriters of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchMxxxxxx Lxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planProspectus. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or Prospectus, (DC) any shares of Common Stock issued by the Company upon the exercise of any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (D) the issuance of Common Stock pursuant to any non-employee director stock plan or the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18045-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18045-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 18045-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 days from the date Each of the ProspectusCompany, the Company Operating Partnership and the Manager will not, without the prior written consent of Merrill Lynch, (1) directly or indirectlythe Underwriter, offer, pledge, sell, contrxxx xx sxxxagree to offer or sell, sell any option or contract solicit offers to purchase, grant any call option or purchase any put option or contract to sellwith respect to, grant any optionpledge, right or warrant to purchase borrow or otherwise transfer dispose of, or dispose establish or increase a “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any Section 16 of the foregoing 1934 Act and the 1934 Act Regulations, or (2) otherwise enter into any swap swap, derivative or any other agreement transaction or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stockownership, whether any or not such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such securities, other securities, in cash or otherwise. The foregoing sentence shall not apply other consideration with respect to, the Company’s Common Stock, Preferred Stock, OP Units or other stock of the Company or any other equity securities convertible into, or exercisable or exchangeable for, shares of the Company’s Common Stock, Preferred Stock or other stock, or publicly announce an intention to effect any such transaction, for a period beginning on and including the date of this Agreement through and including the date which is 45 days after the date of this Agreement; provided, however, that (A) the Company may issue and sell Securities pursuant to be sold hereunderthis Agreement, (B) any shares of the Company may issue and sell Common Stock issued by the Company upon the exercise of an and options to purchase Common Stock pursuant to any employee or director stock option or warrant or the conversion of a security outstanding stock purchase plans in effect on the date hereof of this Agreement (including any preferred stock) so long as each such plan and referred to issuance is described in the Prospectus, (C) any shares provided that the holders of such Common Stock issued or options to purchase Common Stock granted pursuant agree in writing to existing employee benefit plans the foregoing restrictions set forth in this Section 3(a)(10) and (C) the Operating Partnership may issue OP Units in consideration for acquisitions of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planassets. Notwithstanding the foregoing, if in the event that either (ix) during the last 17 days of the 18045-day restricted period referred to above, the Company issues an earnings release or material news or a material event relating to the Company occurs or (iiy) prior to the expiration of the 180such 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 1617-day period beginning on the last day of the 180such 45-day restricted period, the restrictions imposed in this paragraph described above shall continue to apply until the expiration of the 1817-day period beginning on the issuance date of the earnings release or the occurrence of the material news or material eventrelease.

Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for its Common Stock (“Lock-Up Securities”): (i) offer, pledge, sell, contrxxx xx sxxxissue, sell any option or contract to purchase, purchase any option or contract to sell, pledge or otherwise dispose of, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (2iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap action, without the prior written consent of Leerink, except issuances of Lock-Up Securities pursuant to the conversion of convertible securities or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option warrants or warrant or the conversion of a security options, in each case outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof (including any preferred stock) and referred continue for 90 days after the date of the commencement of the public offering of the Shares or such earlier date that Leerink consents to in the Prospectuswriting; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoinghowever, that if (i1) during the last 17 days of the 180initial Lock-day restricted period Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180initial Lock-day restricted periodUp 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this paragraph shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless Leerink waives, in writing, such extension. The Company will provide the Placement Agents with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities. During a period of 180 days from The Company also covenants with the date of the Prospectus, the Company will notUnderwriters that, without the prior written consent of Merrill Lynchthe Representative, it will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus supplement relating to the offering of the Securities, (1) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of of, directly or indirectly, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission (other than (i) on Form S-8 in respect of shares of Common Stock issuable under the Company’s 2007 Equity Incentive Plan, as in effect on the date hereof or (ii) on Form S-3 in respect of shares of Common Stock that may be offered and sold by the Company on a continuous or delayed basis pursuant to Rule 415) relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder, (Bb) any the Company’s issuance of shares of Common Stock issued by the Company or options to purchase shares of Common Stock, or shares of Common Stock upon the exercise of an option options, pursuant to the Company’s 1998 Stock Plan or warrant 2007 Equity Incentive Plan, each as in effect on the date hereof or (c) the conversion Company’s issuance of a security shares of Common Stock upon exercise of warrants to purchase Common Stock outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planhereof. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180lock-day up restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 180lock-day up 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 180lock-day up restricted period, the restrictions imposed in by this paragraph agreement 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 Company shall promptly notify the Representative of any earnings release, news or event that may give rise to an extension of the initial lock-up restricted period.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch, the Representatives (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, hereunder and the Private Placement Securities to be sold pursuant to the Private Placement Agreements (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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DC) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planreferred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) 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 (ii2) prior to the expiration of the 180-day restricted period, the Company announces that it will issue an earnings 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 paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchMWC, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During For a period of 180 90 days from after the date of the Prospectushereof, the Company will not, without the prior written consent of Merrill Lynch, not (1a) directly or indirectly, offer, pledge, announce the intention to sell, contrxxx xx sxxxsell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (1a) or (2b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , without the prior written consent of the Representatives; provided, however, that the foregoing sentence shall not apply to (A) the issuance and sale of the Securities to be sold hereunder, under this Agreement; (B) any the grant of employee or director stock options pursuant to a plan in effect on the date of this Agreement; (C) the issuance by the Company of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security stock options outstanding on the date hereof of this Agreement or issued in accordance with clause (including any preferred stockB); (D) filing of registration statements on Form S-8 and amendments thereto in connection with the stock options referred to in the Prospectus, clause (C) any shares or a plan in effect on the date of Common Stock issued or options to purchase Common Stock granted this Agreement; and (E) issuances pursuant to existing direct stock purchase, dividend reinvestment, employee benefit stock purchase plans and employee savings plans in effect on the date of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planthis Agreement. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in by this paragraph Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of this Agreement (the Prospectus“Lock-Up Period”), the Company will notneither Transaction Entity will, without the prior written consent of Merrill Lynch, the Representative (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable exercisable, redeemable or exchangeable for Common Stock (including, without limitation, OP Units) or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DC) any shares of Common Stock issued pursuant to any non-employee director stock trustee share plan or dividend distribution reinvestment planplan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will issue an earnings 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 180Lock-day restricted periodUp Period, the restrictions imposed in this paragraph clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives, in writing, such extension; provided, however, that such extension of the Lock-Up Period shall not apply if, (i) at the expiration of the Lock-Up Period, the Common Stock are “actively traded securities” (as defined in Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the 1933 Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxx Brothers and Xxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of or otherwise transfer or dispose of or transfer any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock whether now owned or hereafter acquired by such Selling Shareholder or with respect to which each Selling Shareholder has or hereafter acquires the power of disposition, or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities to be sold hereunderthe Underwriters pursuant to this Agreement, (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 (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if If (i) during the last 17 days of the 180-day restricted period described in the first sentence of this clause (j) the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the such 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 such 180-day restricted period, then the restrictions imposed in by this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of Merrill LynchKxxxx Bxxxxxxx, (1) directly or indirectly, (i) offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Series A Preferred Stock or Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Series A Preferred Stock or Common Stock, whether any such swap swap, hedge or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Series A Preferred Stock or 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 (including any preferred stock) 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 Company referred to in the Prospectus Prospectus, or (D) any shares transfer, sale or other disposition with the prior written consent of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planKxxxx Bxxxxxxx. Notwithstanding the foregoing, if 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 17 days day of the 180-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the 180-day restricted periodRestricted 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 periodRestricted Period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Underwriter, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to or incorporated by reference in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynchthe Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in 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 any dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus or (D) any the implementation of, and the issuance of up to 2,000,000 shares of Common Stock issued pursuant to to, one or more “at-the-market” offerings on or after August 18, 2014; provided that such shares are sold at a per share price (net of any non-employee director stock plan underwriting discounts or dividend reinvestment plancommissions payable by the Company) that exceeds the per share net asset value of the Common Stock. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18045-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18045-day restricted period, the Company announces that it will issue an earnings 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 18045-day restricted period, the restrictions imposed in this paragraph Section 3(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit equity incentive plans of the Company referred to in the Prospectus (including any document incorporated by reference therein), provided that such options issued or (D) any shares of Common Stock issued pursuant granted on or after the date hereof shall not be vested and exercisable within the 90-day period referred to any non-employee director stock plan or dividend reinvestment planabove. Notwithstanding In the foregoing, if event that either (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last 17 days day of the 18090-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 occurs occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is fifteen (15) calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchUnderwriters, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) 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 or non-employee director stock plans of the Company referred to in the Prospectus or any renewal or extension of such plan as may be approved by the requisite holders of shares of the Company's Common Stock, or (D) any shares of Common Stock issued pursuant to any non-employee director the common stock plan or dividend reinvestment investment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During For a period of 180 60 days from after the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchX.X. Xxxxxx Securities, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, or file with the Commission a registration statement under the 1933 Act with respect, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or file publicly disclose the intention to make any registration statement under the 1933 Act with respect to any of the foregoing offer, sale, pledge, disposition or filing, or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common StockStock or any such other securities, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to , without the prior written consent of X.X. Xxxxxx Securities, other than (AW) the Securities to be sold hereunder, (BX) up to $1.0 billion aggregate principal amount of convertible notes due 2020 issued in the offering described in the Prospectus (or up to $1.25 billion aggregate principal amount if the initial purchasers in such offering exercise in full their option to purchase additional convertible notes), (Y) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto supplement, and (Z) 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 (including any preferred stock) and referred to in the Prospectusissued, (C) any shares of Common Stock issued or options to purchase Common Stock granted granted, pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planbenefit plans in existence as of the date of this Agreement. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18060-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 18060-day restricted period, the restrictions imposed in by this paragraph Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lyncheach of the Representatives, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock common stock or any securities convertible into or exercisable or exchangeable for Common Stock shares of common stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stockshares of common stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock shares of common stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, hereunder or (B) any offer for sale, sale or other issuance of shares of Common Stock issued common stock or other securities to Navios Maritime Holdings Inc (“Navios Maritime”) or any of its subsidiaries in connection with the acquisition by the Company upon the exercise of an option any assets from Navios Maritime or warrant or the conversion any of a security outstanding on the date hereof (including its subsidiaries, provided that any preferred stock) and referred to in the Prospectus, (C) any such recipient of shares of Common Stock issued common stock or options to purchase Common Stock granted pursuant to existing employee benefit plans other securities enters into a lock-up arrangement for the remainder of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non45-employee director stock plan or dividend reinvestment planday restricted period. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18045-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18045-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 18045-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During For a period of 180 60 days from after the date of the ProspectusOffering Memorandum, the Company will not, without the prior written consent of Merrill Lynchthe Representative, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, or file with the Commission a registration statement under the 1933 Act with respect, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or file publicly disclose the intention to make any registration statement under the 1933 Act with respect to any of the foregoing offer, sale, pledge, disposition or filing, or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common StockStock or any such other securities, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to , without the prior written consent of the Representative, other than (AW) the Securities to be sold hereunderhereunder and the Underlying Securities, (BX) up to 35,000,000 shares of Common Stock issued in the concurrent offering described in the Offering Memorandum (or up to 40,250,000 shares if the underwriters in such offering exercise in full their option to purchase additional shares), (Y) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto supplement, and (Z) 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 (including any preferred stock) and referred to in the Prospectusissued, (C) any shares of Common Stock issued or options to purchase Common Stock granted granted, pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planbenefit plans in existence as of the date of this Agreement. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18060-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18060-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 18060-day restricted period, the restrictions imposed in by this paragraph Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxxxx Xxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill LynchXxxxx Xxxxxxxx, (1i) directly or indirectly, offer, pledge, sell, contrxxx xx sxxxcontract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus (including any document incorporated by reference therein), provided that such options issued or granted on or after the date hereof shall not be vested and exercisable within the 90-day period referred to above, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan in effect as of the date of this Agreement, or (E) any share of capital stock, right or other distribution pursuant to the Company’s Amended and Restated Rights Agreement and Tax Benefits Preservation Plan. Notwithstanding In the foregoing, if event that either (i) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 18090-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 occurs occurs, or (ii) prior to the expiration of the 18090-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 18090-day restricted period, the restrictions imposed in this paragraph shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the The Company will not, without the prior written consent of Merrill Lynch, (1) directly or indirectlyWachovia on behalf of the Underwriters, offer, pledge, sell, contrxxx xx sxxx, 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 any share of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (2) enter into any swap transaction which 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 Company or any other agreement affiliate of the Company or any transaction that transfers, person in whole privity with the Company or in partany affiliate of the Company), directly or indirectly, including the economic consequence filing (or participation in the filing) of ownership 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 and the 1934 Act Regulations with respect to, any shares of the Company’s Common Stock, whether Preferred Stock or other capital stock or any securities convertible into, or exercisable or exchangeable for, shares of the Company’s Common Stock, Preferred Stock or other capital stock, or publicly announce an intention to effect any such swap or transaction described in clause transaction, for a period beginning on and including the date of the Prospectus through and including the date which is 90 days after the date of the Prospectus. If (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including any preferred stock) and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs; or (ii2) prior to the expiration of the 18090-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 18090-day restricted period, then the restrictions imposed in by this paragraph subsection shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release release, the disclosure of material news or the occurrence of the material news event, as applicable. The foregoing restrictions notwithstanding, the Company may (A) issue and sell Common Stock and options to purchase Common Stock pursuant to any employee or material eventdirector stock option or stock purchase plans as in effect on the date of this Agreement (so long as each such plan is described in the Prospectus), and (B) issue Common Stock upon the exercise of stock options outstanding on the date of this Agreement and referred to in the Prospectus or stock options issued after the date of this Agreement pursuant to any such plan referred to in clause (A) of this sentence.