Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. During a period of 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (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 Except as described in the Prospectus, during a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall 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 to any employee, director or options to purchase Common Stock granted pursuant to existing employee benefit plans officer of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan2012 Long-Term Incentive Plan unless either (A) such employee, director or officer has executed a lock-up agreement substantially in the form of Exhibit A attached hereto or (B) such shares or rights to receive such shares are subject to transfer restrictions restricting such persons from selling, transferring or otherwise disposing of such shares or rights to receive such shares until at least 180 days after the date of this Agreement. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 or (D) the issuance any shares of Common Stock pursuant to issued in connection with the Company’s existing dividend reinvestment planPre-Offering Transactions as described in the Prospectus. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45such 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 45such 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 45such 180-day restricted period, the restrictions imposed in by this clause (j) 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. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof 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, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 days from For the date of the ProspectusLock-Up Period, the Company Manager will not, without the prior written consent of the Underwriters, (i) directly or indirectly, take any of the following actions with respect to the Lock-Up Securities: (A) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (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, (iiC) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the issuance meaning of Common Stock pursuant 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’s existing dividend reinvestment plan. , file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Notwithstanding the foregoing, if (1) during the last 17 days of the 45Lock-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 (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersMerrill Lynch, (i1) directly or indirectly, offer, pledge, sell, contract to sellcontrxxx 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 (ii2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i1) or (ii2) 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 or (CD) 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 the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1i) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2ii) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) 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 a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersX.X. Xxxxxx and ML, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus or (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment planplan referred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA Xxxxxxx Xxxxx and Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 and equity incentive plans referred to in the Prospectus, (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing 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 (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if in the event that either (1i) 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 45-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 (2ii) prior to the expiration of the 45-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 45-day restricted periodRestricted Period, the restrictions imposed in this clause (j) 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 45 180 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and X.X. Xxxxxx Securities Inc., (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock Shares issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the ProspectusGeneral Disclosure Package and the Prospectuses, or (DC) the issuance of any Common Stock Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company’s existing dividend reinvestment planCompany referred to in the General Disclosure Package and the Prospectuses. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersFPK, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) the issuance of Common Stock any Ordinary Shares issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (jx) 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 45 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the UnderwritersRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within the 90-day restricted period referred to above, or (CD) any shares of Common Stock issued by pursuant to any non-employee director stock plan. In the Company upon event that either (i) during the exercise of any option or warrant or the conversion of a security outstanding period that begins on the date hereof and referred to in the Prospectus, or that is 15 calendar days plus three (D3) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during business days before the last 17 days day of the 4590-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 (2ii) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) 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 45 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 the UnderwritersXxxxxx Xxxxxx, (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of 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 (iiB) enter into any swap 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 (iA) or (iiB) 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 or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45Lock-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 (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, then the Lock-Up Period shall automatically be extended and the restrictions imposed in by this clause (jSection 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 45 days from For the date of the ProspectusLock-Up Period, the Company Manager will not, without the prior written consent of the Underwriters, (i) directly or indirectly, take any of the following actions with respect to the Lock-Up Securities: (A) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (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, (iiC) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the issuance meaning of Common Stock pursuant 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’s existing dividend reinvestment plan, file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representatives. Notwithstanding the foregoing, if (1) during the last 17 days of the 45Lock-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 (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) the Management Shares or (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, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 or currently proposed to be adopted by the Company's shareholders or (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or options to purchase Common Stock granted pursuant to warrant or the conversion of a security outstanding on the date hereof and issued under the Company’s existing employee benefit or stock-based compensation plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to existing employee benefit or other stock-based compensation plans of 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 any shares of Common Stock issued by the Company pursuant to the Company’s existing dividend reinvestment plandividends 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 securities referenced in clauses (B) or (C) above. Notwithstanding the foregoing, if (1) during the last 17 days of the 4560-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4560-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 4560-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. 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 45 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or options to purchase Common Stock granted pursuant to warrant or the conversion of a security outstanding on the date hereof and issued under the Company’s existing employee benefit or stock-based compensation plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to existing employee benefit or other stock-based compensation plans of 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 any shares of Common Stock issued by the Company pursuant to the Company’s existing dividend reinvestment plandividends 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 securities referenced in clauses (B) or (C) above. Notwithstanding the foregoing, if (1) during the last 17 days of the 4560-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4560-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 4560-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from after the date of the Prospectus, the Company will not, without the prior written consent of each of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, General Disclosure Package and the Prospectus or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option or warrant or the conversion of a security outstanding on the date hereof and non-employee director stock plan referred to in the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) the Private Placement Shares to be sold pursuant to the Stock Purchase 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 ProspectusCompany, (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plans or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, dividend reinvestment plans or (DE) the issuance any shares of Common Stock pursuant to the Company’s existing dividend reinvestment planissued in any merger or acquisition transaction. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause 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 For the period of 45 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Underwriters, (i) 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, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (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, (iiiii) 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 in clause (i) or (ii) above is to be settled by delivery action, without the prior written consent 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 Representatives except grants of Common Stock issued or employee stock options to purchase Common Stock granted pursuant to existing employee benefit plans the terms of a plan in effect on the Company referred date hereof, issuances of Lock-Up Securities pursuant to in the Prospectus, (C) any shares exercise of Common Stock issued by the Company upon such options or the exercise of any option or warrant or the conversion of a security other employee stock options outstanding on the date hereof and referred to in the Prospectus, or (D) the issuance issuances of Common Stock Lock-Up Securities pursuant to the Company’s existing 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 (1) during the last 17 days of the 45initial 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 (2) prior to the expiration of the 45initial 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 45initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) 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 For the period of 45 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Underwriters, (i) 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, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of, purchase any option or 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, (iiiii) 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 in clause (i) or (ii) above is to be settled by delivery action, without the prior written consent of Common Stock or such other securitiesCredit Suisse, in cash or otherwise. The foregoing sentence shall not apply to (A) the except issuances of Lock-Up Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans the conversion of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon convertible securities or the exercise of any option warrants or warrant or options, in each case outstanding on the conversion date of this Agreement, grants of employee stock options pursuant to the terms of a security outstanding 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 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, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoinghowever, that if (1) during the last 17 days of the 45initial 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 (2) prior to the expiration of the 45initial 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 45initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) 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 For a period of 45 90 days from after the date of the Prospectusinitial public offering of the Securities, the Company will not, without the prior written consent of the Underwriters, not (i) directly or indirectly, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) , 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 of any securities or options to purchase Common Stock granted pursuant to existing under its current employee benefit plans of plans, the Company referred to in the Prospectus, (C) any shares of Common Stock issued issuance by the Company of securities in exchange for or upon conversion of the exercise of any option or warrant Company’s securities described in the Registration Statement or the conversion of a security outstanding on the date hereof and referred to Prospectus in the Prospectus, accordance with their terms or (D) the issuance of Common Stock pursuant to securities in connection with acquisitions and private placements by the Company’s existing dividend reinvestment plan; provided, however, that the recipients of such securities in private placements and acquisitions agree in writing to be bound by these restrictions with respect to such securities. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in by this clause (j) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share 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, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, 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 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 Prospectus, General Disclosure Package and the Prospectus or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option or warrant or the conversion of a security outstanding on the date hereof and non-employee director stock plan referred to in the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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, Prospectus or (CD) 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 the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company and the Selling Stockholders will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares nor will it restrict the Company from filing a registration statement with respect to, and issuing securities under, the Company’s 2007 stock incentive plan and will not prohibit the admission of Common Stock issued new limited partners to, or options the transfer of limited partnership interests in, Sxxxxxxx Holdings, LP. In addition, the lock-up provision will not apply to purchase Common Stock granted pursuant to existing employee benefit plans the issuance of equity securities of the Company referred to in the Prospectusas consideration for acquisitions, (C) 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 provided those equity securities are subject to the Company’s existing dividend reinvestment planlock-up restrictions described above. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersBofA Xxxxxxx Xxxxx and Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 and equity incentive plans referred to in the Prospectus, (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing 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 (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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, 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, (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing 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 (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersMxxxxxx Lxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence 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 hereunder or options securities to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to be offered or sold in the Prospectus, (C) 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 the Company’s existing dividend reinvestment planBusiness Combination. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release 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 45 180 days from the date of the ProspectusProspectus (subject to extension as provided below), the Company will not, without the prior written consent of the UnderwritersMerrill Lynch and TWP, (i) directly or indirectly, offer, pledge, sell, contract to xxxxxaxx xx sell, sell any option or 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, Prospectus or (DC) the issuance of any options to purchase Common Stock Stock, restricted stock, stock appreciation rights or other incentive awards granted pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days stock option or incentive plans of the 45-day restricted period Company referred to in the Prospectus; provided, however, that if the Company (i) 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 (2ii) prior to the expiration of the 45such 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 45such 180-day restricted period, then, if the Company and Merrill Lynch and TWP mutually agree, the restrictions imposed in by this clause 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 45 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) any shares of Common Stock sold pursuant to the Company’s Direct Stock Purchase Program and Dividend Reinvestment Program; provided that the Company shall not grant any purchase volume waivers under such plan during the period of 30 days from the date 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 (CD) 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 the Company’s existing any non‑employee director stock plans or dividend reinvestment planplans. Notwithstanding the foregoing, if (1) during the last 17 days of the 4530-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4530-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 4530-day restricted period, the restrictions imposed in this clause 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing 2009 Incentive Share Award Plan (the “Plan”) or any dividend reinvestment plan, (C) the issuance of any 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 Shares outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; and provided, further, that the 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 registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (B) and (C). Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (jSection 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 45 days from the date of Lock-Up Period (as may be extended pursuant to the Prospectusprovisions set forth in the next sentence), the Company will not, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoing Underwriters pursuant to this Agreement or any registration statements on Form S-8), or (iiiii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce any intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless the Representatives waive, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representatives of such extension as promptly as practicable and in any event prior to the last day of the original Lock-Up Period. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock and restricted stock units pursuant to equity incentive plans described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, and (3) issue shares of Common Stock (A) upon the exercise of stock options outstanding on the date of this Agreement or issued after the date of this Agreement under equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement; (B) upon the exercise of warrants outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those warrants are in effect on the date of this Agreement or (C) upon the conversion of convertible debt securities outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those debt securities are in effect on the date of this Agreement. provided, however, that in the case of any issuance described in clause (2) and (3) above to a person or entity not listed on Exhibit B hereto, it shall be a condition to the issuance that each recipient executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in form and substance substantially in the form of Exhibit C to this Agreement.

Restriction on Sale of Securities. During a the period of 45 180 days from the date of the Prospectus, the Company or its directors or executive officers, will not, without the prior written consent of the UnderwritersRepresentatives, (i) 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, contract to sell, sell any option or 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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, Concurrent Offering or (DB) the issuance of any awards based on Common Stock pursuant granted by the Company to the Manager, the Company’s existing dividend reinvestment planofficers or directors or any persons employed by Starwood Capital under any of the Company’s equity incentive plans, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-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 (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (jm) 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 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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, (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, dividend reinvestment plan or (DE) the issuance any shares of Common Stock pursuant to issued upon the Company’s existing dividend reinvestment plan. 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 (1) during the last 17 days of the 4518-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4518-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 4518-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) any shares of Common Stock sold pursuant to the Company’s Direct Stock Purchase Program and Dividend Reinvestment Program; provided that the Company shall not grant any purchase volume waivers under such plan during the period of 30 days from the date 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 ProspectusCompany, (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non‑employee director stock plans or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectusdividend reinvestment plans, or (DE) the issuance any shares of Common Stock sold pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoingSales Agreements, if (1) during the last 17 days of the 45-day restricted period each dated June 14, 2018, between the Company issues an earnings release or material news or a material event relating to the Company occurs or and each of Cantor Xxxxxxxxxx & Co., Citigroup Global Markets Inc., Credit Suisse Securities (2USA) prior to the expiration of the 45-day restricted periodLLC, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (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 eventX.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersKxxxx Bxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold 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 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 ProspectusProspectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (CD) 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 the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if in the event that either (1i) 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 45-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 (2ii) prior to the expiration of the 45-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 45-day restricted periodRestricted Period, the restrictions imposed in this clause (j) 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 45 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Underwriters, (i) 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, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of the Lock-Up Securities, purchase any option or (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, (iiiii) 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 (i) or (ii) 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 shares the grant of Common Stock issued employee stock options or options to purchase Common Stock granted restricted share units pursuant to existing employee benefit plans the terms of the Company referred to in the Prospectus, Company’s 2008 Share Incentive Plan; or (C) any the issuance of ordinary shares of Common Stock issued by the Company upon the exercise vesting of any 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 and referred to in continue for 180 days after the Prospectusdate hereof; provided, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoinghowever, that if (1) during the last 17 days of the 45initial 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 (2) prior to the expiration of the 45initial 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 45initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) 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 45 60 days from the date of the Prospectus, the Company Manager will not, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold 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 or options in connection with such acquisitions shall be subject to purchase Common Stock granted pursuant to existing employee benefit plans the restrictions set forth clauses (i) and (ii) above for the duration of the Company referred to in 60-day restricted period from the date of the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4560-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4560-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 4560-day restricted period, the restrictions imposed in this clause (ja) 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 45 days 60 from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockPreferred Stock or such similar, parity or senior equity securities, whether any such swap or transaction described in clause (i) or (ii) 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 or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4560-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4560-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 4560-day restricted period, the restrictions imposed in this clause (ji) 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 the period of 45 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 the UnderwritersXxxxxx Xxxxxxx, (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of 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 (iiB) enter into any swap 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 (iA) or (iiB) 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 or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45Lock-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 (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, then the Lock-Up Period shall automatically be extended and the restrictions imposed in by this clause (jSection 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 45 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 or (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing dividend reinvestment any non-employee director stock plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives such extension.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxx Xxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxx Xxxxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing or future employee benefit plans of the Company referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus or (C) any shares of Common Stock Shares issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) 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 Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the ProspectusCompany, (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plans or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, dividend reinvestment plans or (DE) the issuance any shares of Common Stock pursuant to the Company’s existing dividend reinvestment planissued in mergers and acquisition transactions. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (DC) the issuance of Common Stock any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of the Company’s existing dividend reinvestment planCompany referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) 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 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (CD) 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 the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding In the foregoing, if event that either (1i) 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 4590-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 (2ii) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersMerrxxx Xxxcx, (ix) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share 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, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, 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 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 Prospectus, General Disclosure Package and the Prospectus or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option or warrant or the conversion of a security outstanding on the date hereof and non-employee director stock plan referred to in the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 (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) the issuance any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan 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 existing dividend reinvestment planAmended and Restated Rights Agreement and Tax Benefits Preservation Plan. Notwithstanding In the foregoing, if event that either (1i) 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 4590-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 (2ii) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) 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 the period of 45 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the "Lock-Up Period"), the Company will not, without the prior written consent of the UnderwritersWachovia and Piper, (iA) directly or indirectly, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any 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 Stock, or (ii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Stock or any securities convertible into or exercisable or exchangeable for any Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise, or (B) publicly announce any intention to engage in any transaction described in clause (i) or (ii) above. The foregoing sentence shall not apply In addition, the Company will not, without the prior written consent of Wachovia and Piper, file during the Lock-Up Period any registration statement under the 1933 Act with respect to any Common Stock or any securities convertible into or exercisable or exchangeable for any Common Stock (Aother than any Rule 462(b) the Registration Statement filed to register Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted the Underwriters pursuant to existing employee benefit plans of the Company referred to in the Prospectusthis Agreement. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45such 180-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45such 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company will occur during the 16-day period beginning on the last day of the 45such 180-day restricted period, the restrictions imposed in by this clause (jSection 3(j) 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., as the case may be, unless Wachovia and Piper waive, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Wachovia and Piper: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock pursuant to stock option plans described in the Statutory Prospectus and the Prospectus under the caption "Compensation Discussion and Analysis--Employee Benefit Plans," as those plans are in effect on the date of this Agreement, and (3) issue shares of Common Stock upon the exercise of stock options that are described in the Statutory Prospectus and the Prospectus and outstanding on the date of this Agreement, and issue shares of Common Stock upon the exercise of stock options issued after the date of this Agreement under stock option plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement,

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Common Stock or or, with the exception of the 7.375% Series A Cumulative Redeemable Preferred Stock of the Company (the “Series A Preferred Stock”) and depository shares representing the Series A Preferred Stock, 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 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) the issuance any shares of Common Stock issued pursuant to the Company’s existing dividend reinvestment common stock investment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any option an equity compensation award or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock issued, or equity compensation awards to purchase or rights to acquire Common Stock granted pursuant to any existing equity compensation plans, including any equity incentive plans, of the Company, referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment planplan referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (ji) 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; provided, however, that such extension of the lock-up period shall not apply if, (i) at the expiration of the lock-up period, the Securities 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 Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans or stock option plans of the Company referred to in the General Disclosure Package and the Prospectus, (D) the issuance any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus or (E) issuances of shares of class A common stock in an amount not to exceed five percent (5%) of the Company’s existing dividend reinvestment planoutstanding common equity as (a) consideration in connection with acquisitions and (b) as incentive compensation for acquired management. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing such extension; provided, however, that if the Company becomes aware that the potential material news or material event referenced in clause (2) above will not occur during the 16-day period referenced in such clause (2), then the restrictions imposed by this clause (i) shall terminate on the earlier of (x) the later of (A) the date that the Company becomes so aware and (B) the expiration of the 180-day lock-up period, and (y) the expiration of the 18-day period beginning on the last day of the 180-day lock-up period.

Restriction on Sale of Securities. During a the period of 45 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement (the "Lock-Up Period"), the Company will not, without the prior written consent of the UnderwritersWachovia and Piper, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than registration statements on Form S-8 to register Common Stock or options to purchase Common Stock pursuant to stock option plans and stock purchase plans described in clause (2) of the foregoing next paragraph or on Form S-4 to register shares of Common Stock or other securities issued in a transaction described in clause (ii4) of the next paragraph, or (iii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderMoreover, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless Wachovia and Piper waive, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Wachovia and Piper: (1) issue Common Stock to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock pursuant to stock option plans and stock purchase plans described in the Prospectus under the caption "Management—Stock Based Plans," as those plans are in effect on the date of this Agreement, (3) issue shares of Common Stock upon the exercise of stock options outstanding on the date of this Agreement or issued after the date of this Agreement under stock option plans referred to in clause (2) above, as those stock options and plans are in effect on the date of this Agreement, and (4) issue shares of Common Stock or other Capital Stock or any securities convertible into or exchangeable or exercisable for Common Stock or other Capital Stock (A) in order to acquire assets or equity of one or more businesses by merger, asset purchase, stock purchase or otherwise or (B) in connection with strategic transactions involving another company, so long as, in each case described in clause (A) above, the shares of Common Stock, other Capital Stock or other securities are issued to the stockholders or other equity owners of the applicable businesses and, in each case described in clause (B) above, the shares of Common Stock, other Capital Stock or other securities are issued directly to such company or to the stockholders or other equity owners of such company, provided, however, that in the case of any issuance described in clause (4) above, it shall be a condition to the issuance that the recipient executes and delivers to Wachovia and Piper, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in form and substance reasonably satisfactory to Wachovia and Piper, in substantially the form of Exhibit E to this Agreement.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, each of the Company and the Manager will not, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell or contract to sell any option or contract to purchase, contract to purchase or purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of or lend or otherwise transfer or dispose of 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, provided that such options shall not be vested and exercisable within the 180-day period referred to above, (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectusdividend reinvestment plans, or (DE) any resale shelf registration statements filed to register the issuance resale of the up to 15,103,937 shares of Common Stock sold in the Company’s private offerings in November 2007 and February 2008 or (G) any registration statement on Form S-8 in respect of securities issued pursuant to the Company’s existing dividend reinvestment planemployee benefit plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) Section 3.10 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 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or 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 or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Class A Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Class A Common Stock issued or options to purchase Class A Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus or (D) the issuance any shares of Class A Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment planplan referred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and UBS Securities, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, General Disclosure Package and the Prospectus or (C) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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, except for registration statements under the 1933 Act in connection with the exercise by PAR Investment Partners, L.P. of certain registration rights granted pursuant to the Amended and Restated Investor Rights Agreement by and among the Company, PAR Investment Partners, L.P. and the other signatories thereto or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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, (CD) any shares of Common Stock issued pursuant to any non-employee director stock plan, (E) shares of Common Stock to be issued pursuant to a direct stock purchase plan or (F) warrants for shares of Common Stock issued in the normal course of business to third-party vendors in exchange for goods or services rendered to the Company and which will not become exercisable during a period of 180 days from the date of the Prospectus; provided, however, that no shares of Common Stock or warrants shall be issued pursuant to clause (E) or clause (F), respectively, if such issuance would trigger any filing requirements or require any filings to be made, either by the Company upon or the exercise proposed recipient of such securities, with the Commission or any other governmental agency or body or self-regulatory body; provided, further, that as a condition to receipt of any option or warrant or securities during the conversion period of a security outstanding on 180 days from the date hereof and referred to in of the Prospectus, or (D) the issuance any recipient of Common Stock securities pursuant to clause (E) or clause (F) shall execute and deliver to the Company’s existing dividend reinvestment planRepresentatives an agreement substantially in the form of Exhibit D hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (jh) 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 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersInternational Representatives, (i) directly or indirectly, (a) offer, pledge, sell, or contract to sellsell any common shares or ADSs, (b) sell any option or contract to purchasepurchase any Common Stock or ADSs, (c) purchase any option or contract to sellsell any Common Stock or ADSs, (d) grant any option, right or warrant to purchase or otherwise transfer or dispose for the sale of any share of Common Stock or ADSs, (e) lend or otherwise dispose of or transfer any securities convertible into or exercisable or exchangeable for Common Stock or ADSs, (f) file any a registration statement under related to the 1933 Act with respect to any of the foregoing Common Stock or ADSs, or (iig) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the any Common StockStock or ADSs, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Stock, ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderSecurities, (B) any shares 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 Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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, Prospectus or (D) the issuance of any Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (jxiii) 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 otherwise waived by the International Representatives.

Restriction on Sale of Securities. During a period of 45 days from the date of Lock-Up Period (as the Prospectussame may be extended pursuant to the provisions set forth in the next sentence), the Company will not, without the prior written consent of the UnderwritersXxxxx Fargo, directly or indirectly: (i) directly or indirectlyissue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of the foregoing Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, or (iiiii) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common StockStock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other capital stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce any intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company will occur during the 16-day period beginning on the last day of the 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representative and each person listed in Exhibit C hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Xxxxx Fargo: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock and other equity based awards pursuant to stock option plans, stock purchase or other equity incentive plans or any dividend reinvestment plan described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, and (3) issue shares of Common Stock upon the exercise or vesting, as applicable, of stock options or other equity based awards issued under stock option or other equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, or upon the exercise of warrants outstanding on the date of this Agreement, as those warrants are in effect on the date of this Agreement, provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that such recipient executes and delivers to Xxxxx Fargo, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit D to this Agreement and otherwise satisfactory in form and substance to Xxxxx Fargo.

Restriction on Sale of Securities. During a period of 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersDeutsche Bank, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, including preferred stock and warrants, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee and/or consultant benefit plans of the Company referred to in the Prospectus or (D) the issuance any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Company’s existing any non-employee director stock plan or policy or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the initial 45-day restricted period lock-up period, (A) the Company issues an releases earnings release results or (B) material news or a material event relating to the Company occurs occurs, or (2) prior to the expiration of the initial 45-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 following the last day of the 45-day restricted such period, then in each case the restrictions imposed in this clause (j) shall continue to apply lock-up period will be extended until the expiration of the 18-day period beginning on the issuance date of the release of the earnings release results or the occurrence of the material news or a material eventevent relating to the Company, as the case may be, unless the Representative waives, in writing, such extension, except that such extension will not apply if (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M under the 1934 Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the 1933 Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) 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 the Underwriter during the 15 days before or after the last day of the 45-day lock-up period (before giving effect to such extension).

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, General Disclosure Package and the Prospectus or (DC) the issuance any shares of Common Stock issued pursuant to the Company’s existing any dividend reinvestment planplan referred to in the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) 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. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least two business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two business days before the effective date of the release or waiver.

Restriction on Sale of Securities. During a period of 45 180 days from after the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and Pactual, directly or indirectly (i) directly or indirectly, offer, pledge, lend, sell, contract to sell, sell any option or 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common StockShares or ADSs, whether any such swap or other agreement or transaction described in clause (i) or (ii) 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 or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45180-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 (2) prior to the expiration of the 45180-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 45180-day restricted lock-up period, the restrictions imposed in by this clause (j) 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 issuance by the Company of ADSs or Common Shares upon the exercise of contractual rights disclosed in the Registration Statement and the Prospectus with International Finance Corporation; (C) the issuance by the Company of Common Shares in connection with special financing extended by Banco Nacional de Desenvolvimento Economico e Social - BNDES ("BNDES") to the Company or its subsidiaries in connection with the BNDES's program to recapitalize electricity distribution companies in Brazil (the "BNDES Recap Program"), including, without limitation, transactions involving conversion or exchange of debt into equity; and (D) the issuance by the Company of Common Shares in connection with acquisitions of other companies, provided that any recipient of such Common Shares (or any person that becomes entitled to any rights in connection with such Common Shares by virtue of such acquisition) expressly agrees in writing to comply with the restrictions contained in this paragraph for the period then remaining.

Restriction on Sale of Securities. During a period of 45 days from the date of Lock-Up Period (as the Prospectussame may be extended pursuant to the provisions set forth in the next sentence), the Company will not, without the prior written consent of the UnderwritersXxxxx Fargo, (i) directly or indirectly: i. issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, ii. file or cause the filing of any registration statement under the 1933 Act with respect to any of the foregoing Common Stock or (ii) other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, or iii. enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common StockStock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other capital stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce any intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company will occur during the 16-day period beginning on the last day of the 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representative and each person listed in Exhibit B hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Xxxxx Fargo: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock and other equity-based awards pursuant to stock option plans, stock purchase or other equity incentive plans described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, and (3) issue shares of Common Stock upon the exercise or vesting, as applicable, of stock options or other equity-based awards issued under stock option or other equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, or upon the exercise of warrants or convertible securities outstanding on the date of this Agreement, as those warrants and convertible securities are in effect on the date of this Agreement, provided, however, that in the case of any issuance described in clause (3) above to any director or executive officer of the Company, it shall be a condition to the issuance that such recipient executes and delivers to Xxxxx Fargo, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit C to this Agreement and otherwise satisfactory in form and substance to Xxxxx Fargo.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company Fund will not, without the prior written consent of the Underwriters, UBS (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of 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 (iiB) enter into any swap 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 (iA) or (iiB) 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) any shares for avoidance of Common Stock issued or options to purchase Common Stock granted doubt, purchased in the open market pursuant to existing employee benefit plans of the Company any dividend reinvestment plan referred to in the Prospectus, (C) 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 General Disclosure Package and referred to in the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company Fund issues an earnings release or material news or a material event relating to the Company Fund occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration 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 ProspectusRegistration Statement, (C) 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 Pricing Disclosure Package and referred to in the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (ji) 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence 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 hereunder or options securities to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to be offered or sold in the Prospectus, (C) 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 the Company’s existing dividend reinvestment planBusiness Combination. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (jk) 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 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock Shares issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) the issuance of any Common Stock Shares issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to the NBC Capital Corporation 2001 Long Term Incentive Compensation Plan or the NBC Capital Corporation 2003 Long Term Incentive Compensation Plan, or any other existing employee benefit plans of the Company upon the exercise of any option or warrant or the conversion of a security outstanding on the date hereof and referred to or incorporated by reference in the Prospectus, or (D) any transfer, sale or other disposition with the issuance prior written consent of Common Stock pursuant to the Company’s existing dividend reinvestment planXxxxx Xxxxxxxx. Notwithstanding the foregoing, if in the event that either (1i) 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 45-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 (2ii) prior to the expiration of the 45-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 45-day restricted periodRestricted Period, the restrictions imposed in this clause (j) 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 45 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued pursuant to any dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus or (D) after December 31, 2013, (1) the implementation of, and the issuance of up to 1,600,000 shares of Common Stock pursuant to to, one or more “at-the-market” offerings on or after January 1, 2014; provided that such shares are sold at a per share price (net of any underwriting discounts or commissions payable by the Company’s existing dividend reinvestment plan) that exceeds the per share net asset value of the Common Stock and (2) subject to complying with Section 3(b), the filing of a universal shelf registration statement on Form N-2. Notwithstanding the foregoing, if (1) during the last 17 days of the 4560-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4560-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 4560-day restricted period, the restrictions imposed in this clause (jSection 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 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, and will cause its officers and directors and those of its direct and indirect subsidiaries not to, without the prior written consent of the UnderwritersKBW, directly or indirectly (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of of, directly or indirectly, 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares Common Shares issued upon the exercise of options outstanding as of the date hereof that are referred to in the Prospectus and (C) any 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, (C) 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 the Company’s existing dividend reinvestment planProspectus which are not exercisable within such 90 days. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (DC) the issuance of Common Stock any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of the Company’s existing dividend reinvestment planCompany referred to in the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 days from the date of Lock-Up Period (as may be extended pursuant to the Prospectusprovisions set forth in the next sentence), the Company will not, without the prior written consent of the Underwriters, Xxxxx Fargo directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of or transfer any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of the foregoing Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, or (iiiii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce any intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company will occur during the 16-day period beginning on the last day of the 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representatives and each person listed in Exhibit C hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Xxxxx Fargo, issue: (1) Securities to the Underwriters pursuant to this Agreement or (2) up to ten percent (10.0%) of the outstanding shares of Common Stock of the Company (after giving effect to the offer and sale of the Securities under this Agreement) in the aggregate, provided in the case of this clause (2) that (a) the proceeds from any such issuance shall be used by the Company only to finance the acquisition of assets or a business, (b) any such shares of Common Stock shall be sold at a price per share not less than the initial public offering price of the Securities being offered hereby (as set forth on the cover of the Prospectus), (c) each recipient of any such shares of Common Stock agrees in writing to be bound by the terms of this Section 3(j) to the same extent as the Company with respect to the shares of Common Stock received by it in connection with such issuance for the longer of (i) the remaining term of the Lock-Up Period or (ii) 90 days, and (d) such issuance shall not occur earlier than the thirty-first day following the Closing Date.

Restriction on Sale of Securities. During a For the period of 45 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Underwriters, (i) 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 any of its Common Stock (“Lock-Up Securities”): (i) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (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, (iiiii) 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 in clause (i) or (ii) above is to be settled by delivery action, without the prior written consent of Common Stock or such other securitiesthe Representative, in cash or otherwise. The foregoing sentence shall not apply to (A) except award grants, including the Securities to be sold hereundergrant of employee stock options, (B) any shares of Common Stock issued or options to purchase Common Stock granted restricted stock, restricted stock units, and stock appreciation rights, pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any option or warrant or the conversion terms of a security outstanding plan in effect on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or (D) the issuance issuances of Common Stock Lock-Up Securities pursuant to the Company’s existing dividend reinvestment planexercise of such options. Notwithstanding The initial Lock-Up Period will commence on the foregoingdate hereof and continue for 180 days after the date hereof or such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the 45initial 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 (2) prior to the expiration of the 45initial 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 45initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) 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 news or material event, as applicable, unless the Representative waives, in writing, such extension, provided further, that if at the time of any such release or announcement, the Company qualifies as a company with “actively traded securities” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act, clauses (1) and (2) shall not apply. The Company will provide the Underwriters 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 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRepresentatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 or (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In the event that either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company and/or Heritage Bank occurs, or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company and/or Heritage Bank occurs. The Company shall promptly notify Xxxxx Xxxxxxxx of any earnings releases, news or events that may give rise to an extension of the initial restricted period. The foregoing sentence shall provisions of this section (j)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 ProspectusProspectus provided that such options shall not be vested and exercisable within the 90 day period referred to above, or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectusdividend reinvestment plan, or (DE) the issuance any shares of Common Stock pursuant to issuable upon exercise or conversion of any security held by the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days United States Department of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (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 eventTreasury.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 or (D) the issuance shares of Common Stock and options to acquire Common Stock issued pursuant to the Company’s existing dividend reinvestment planMerger Agreements and referred to in the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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 compensation or benefit plans of the Company referred to in the Prospectus provided that any such options granted after the date hereof shall not vest and become exercisable within the 90-day period referred to above, as may be extended pursuant to the succeeding sentence, or (D) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding In the foregoing, if event that either (1i) 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 4590-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 (2ii) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed set forth in this clause (j) shall paragraph 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 Underwriter 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 the period of 45 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoing Underwriters pursuant to this Agreement or any Registration Statement on Form S-8), or (iiiii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderMoreover, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45such 180-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45such 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 45such 180-day restricted period, the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless the Representatives waive, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representatives and each person listed in Exhibit C hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock pursuant to equity incentive plans, employee stock option plans and employee stock purchase plans described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, (3) issue shares of Common Stock (A) upon the exercise of stock options issued under equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, (B) upon the exercise of warrants outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those warrants are in effect on the date of this Agreement or (C) upon the conversion of convertible debt securities outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those debt securities are in effect on the date of this Agreement, and (4) at any time following the 25th day after the date of the Prospectus, offer, issue, sell, contract to sell or otherwise transfer or dispose of any shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock in connection with acquisitions by the Company or any of its subsidiaries, provided, however, that in the case of any issuance described in clause (2), (3) or (4) above, it shall be a condition to the issuance that either (a) solely in the case of an option to purchase shares, the terms of such option shall expressly provide that it is not exercisable during the Lock-Up Period (including any extension thereof), and the Company agrees that it will not cause or permit the exercise of such option during the Lock-Up Period (including any extension thereof), or (b) the Company shall, prior to issuing any such Shares, options or other equity incentives, require the recipient thereof to execute and deliver a lock-up agreement substantially in the form of Exhibit D hereto, which shall be addressed to Canaccord and Xxxxxxxxxxx, as representatives of the Underwriters, and otherwise satisfactory to them in form and substance, and the Company shall deliver a copy of such lock-up agreement to Canaccord, not later than the business day on which it is executed and delivered, at the facsimile number and address set forth in Section 11 hereof, and shall deliver the executed original of such lock-up agreement to Canaccord, at the address set forth in Section 11 hereof, not later than the third business day after such execution.

Restriction on Sale of Securities. During a the period of 45 days beginning from the date of hereof and continuing until the Prospectusdate 90 days after the date hereof (the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersXxxxx Fargo, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock or other securities substantially similar to the Securities, (2) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock or securities substantially similar to the Securities (other than registration statements on Form S-8 to register Common Stock or options to purchase Common Stock pursuant to stock option plans and stock purchase plans described in clause (2) of the foregoing or next paragraph, or (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock or other securities substantially similar to the Common StockSecurities, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other capital stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce the intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Xxxxx Fargo: (1) issue Securities to the Initial Purchasers pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock pursuant to stock option plans as described in the General Disclosure Package and the Final Offering Memorandum,” as those plans are in effect on the date of this Agreement, (3) issue shares of Common Stock upon the exercise of stock options outstanding on the date of this Agreement or issued after the date of this Agreement under stock option plans referred to in clause (2) above, as those stock options and plans are in effect on the date of this Agreement, (4) issue up to 4,140,000 shares of Common Stock in a concurrent offering registered under the 1933 Act in accordance with the terms of a prospectus supplement filed in connection therewith; provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to Xxxxx Fargo, acting on behalf of the Initial Purchasers, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit F to this Agreement and otherwise reasonably satisfactory in form and substance to Xxxxx Fargo.

Restriction on Sale of Securities. During a the period of 45 ending 180 days from after the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch or except as contemplated under the UnderwritersPlan (as definxx xxxxw), (ix) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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, (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, dividend reinvestment plan or (DE) the issuance shares of Common Stock pursuant to underlying the Company’s existing dividend reinvestment plan's concurrent private offering of [ ]% Senior Convertible Notes due 20[ ]. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-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 (2) prior to the expiration of the 45180-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 45180-day restricted lock-up period, the restrictions imposed in this clause (j) by the lock-up 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, as applicable, unless Merrill Lynch waives, in writing, such extension. The Company wixx xxx, xxxxxut the prior written consent of Merrill Lynch, waive or amend any existing lockup agreements witx (x) xhx xxxity investors (as defined in the Registration Statement) during the period ending 180 days after the date of the Prospectus or (ii) the Pension Benefit Guaranty Corporation during the period ending five months after the date of the Prospectus.

Restriction on Sale of Securities. During a period of 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (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 For the period of 45 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Underwriters, (i) 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, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of, purchase any option or 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, (iiiii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder, (Bb) 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, (C) any shares of Common Stock issued issuance by the Company of shares of Lock-Up Securities upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, Prospectus and of which the Representatives have been advised in writing or (Dc) the issuance of stock options and other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to stock incentive plans of the Company’s existing dividend reinvestment planCompany 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 writing. Notwithstanding the foregoing, if (1A) during the last 17 days of the 45initial 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 (2B) prior to the expiration of the 45initial 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 4590-day restricted period, the restrictions imposed in this clause (j) 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 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In the event that either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company and/or Heritage Bank occurs, or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company and/or Heritage Bank occurs. The Company shall promptly notify Xxxxx Xxxxxxxx of any earnings releases, news or events that may give rise to an extension of the initial restricted period. The foregoing sentence provisions of this section (j) 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 ProspectusProspectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectusdividend reinvestment plan, or (DE) the issuance any shares of Common Stock pursuant to issuable upon exercise or conversion of any security held by the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days United States Department of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed in this clause (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 eventTreasury.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of any an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (DC) the issuance of Common Stock any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee benefit plans of the Company’s existing dividend reinvestment planCompany referred to in the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersRenCap, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof 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, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45180-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 45180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx and X.X. Xxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of any 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, 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) the issuance any shares of Common Stock issued pursuant to the Company’s existing any non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 days from the date of Lock-Up Period (as the Prospectussame may be extended pursuant to the provisions set forth in the next sentence), the Company will not, without the prior written consent of the UnderwritersRepresentative, directly or indirectly: (i) directly or indirectlyissue, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock of the Company; (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Stock or other capital stock of the foregoing Company or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock of the Company; or (iiiii) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common StockStock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other capital stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce any intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs; or (2) prior to the expiration of the 45Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company will occur during the 16-day period beginning on the last day of the 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless (A) the conditions with respect to the Company set forth in Rule 139 under the 1933 Act are satisfied and the Common Stock constitutes “actively traded securities” within the meaning of Regulation M of the Commission as of such date or (B) the Representative waives, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representative and each person listed in Exhibit C hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representative: (1) issue Securities to the Underwriters pursuant to this Agreement; (2) issue shares, and options to purchase shares, of Common Stock and restricted stock units pursuant to stock option plans, stock purchase or other equity incentive plans or any dividend reinvestment plan described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement; and (3) issue shares of Common Stock upon the exercise of stock options issued under stock option or other equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the Representative, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit D to this Agreement and otherwise satisfactory in form and substance to the Representative.

Restriction on Sale of Securities. During a period of 45 days from the date of the ProspectusLock-Up Period, the Company will not, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than registration statements on Form S-8 to register Common Stock or other equity awards under the foregoing or Equity Compensation Plans), or (iiiii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce the intention to (A) the Securities to be sold hereunder, (B) do 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 Prospectusforegoing. Moreover, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless the Representatives waive, 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 Securities are “actively traded securities” (as defined in Regulation M) and (ii) the Company meets applicable requirements of paragraph (a)(1), and the Representatives meet the applicable requirements of paragraph (a)(1)(iii), of Rule 139 under the 1933 Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares of Common Stock and other equity awards pursuant to the Equity Compensation Plans, (3) issue shares of Common Stock upon the exercise of stock options or SARs outstanding on the date of this Agreement or issued after the date of this Agreement under the Equity Compensation Plans, (4) issue shares of Common Stock upon conversion of convertible senior notes outstanding on the date of this Agreement in accordance with their terms, provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit D to this Agreement and otherwise reasonably satisfactory in form and substance to the Representatives.

Restriction on Sale of Securities. During a the period of 45 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement (as such period may be extended pursuant to the provisions set forth in the next sentence, the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersRepresentatives, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoing or Underwriters pursuant to this Agreement), or (iiiii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderMoreover, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45-such 180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45-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 45-such 180 day restricted period, the Lock-Up Period shall be extended and the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless the Representatives waive, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock pursuant to the 2005 Plan described in the Statutory Prospectus and the Prospectus under the caption “Management-Incentive Plans-2005 Equity Incentive Plan,” (3) issue shares of Common Stock upon the exercise of (a) stock options or shares of Series A Preferred Stock or warrants described in the Statutory Prospectus and the Prospectus that are outstanding on the date of this Agreement and (b) stock options issued after the date of this Agreement under the 2005 Plan referred to in clause (2) above, and (4) issue shares of Common Stock and securities convertible into or exchangeable or exercisable for Common Stock issued as consideration or partial consideration for the Company’s acquisition of businesses or assets or in connection with the formation of joint ventures, strategic partnerships or similar collaborations in which the Company is a partner or participant, in each case so long as the sum of (i) the number of shares of Common Stock so issued plus (ii) the number of shares of Common Stock issuable upon the conversion, exercise and exchange of all convertible, exchangeable or exercisable securities so issued does not in the aggregate exceed the number of shares of Common Stock (subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions) equal to 8% of the sum of (a) the number of shares of Common Stock outstanding as of June 30, 2006, plus (b) the number of shares of Common Stock issued and sold to the Underwriters pursuant to this Agreement (including any Option Securities issued and sold to the Underwriters); provided that, in the case of any issuance described in clause (4) above, the recipient executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to such issuance, a written agreement in substantially the form attached as Exhibit C hereto.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus or (CD) any shares of Common Stock issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4590-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4590-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 4590-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the UnderwritersXxxxx Xxxxxxxx, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common 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 (ii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to the Summit Bank Corporation 1998 Stock Incentive Plan or any other existing employee benefit plans of 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) any transfer, sale or other disposition with the issuance prior written consent of Common Stock pursuant to the Company’s existing dividend reinvestment planXxxxx Xxxxxxxx. Notwithstanding the foregoing, if in the event that either (1i) 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 45-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 (2ii) prior to the expiration of the 45-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 45-day restricted periodRestricted Period, the restrictions imposed in this clause (j) 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 45 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will notneither Transaction Entity will, without the prior written consent of the Underwriters, Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend 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 (including, without limitation, OP Units) or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) 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 ProspectusRegistration Statement, the General Disclosure Package and the Prospectus or (C) any shares of Common Stock Shares issued by the Company upon the exercise of pursuant to any option non-employee trustee share plan or warrant or the conversion of a security outstanding on the date hereof and distribution reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 45Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 45Lock-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 45Lock-day restricted periodUp Period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Securities. During a period of 45 days from the date Each of the ProspectusCompany, the Company Operating Partnership and the Manager will not, without the prior written consent of the Underwriters, (i) directly or indirectlyWachovia, offer, pledge, sell, contract agree 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 (ii) 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 (i) or (ii) 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, any shares of 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 180 days after the date of this Agreement; provided, however, that (A) the Company may issue and sell Securities pursuant to be sold hereunder, this Agreement and (B) any shares of the Company may issue and sell Common Stock issued and options to purchase Common Stock pursuant to any employee or director stock option or stock purchase plans in effect on the date of this Agreement (so long as each such plan and issuance is described in the Prospectus) provided that the holders of such Common Stock or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to agree in the Prospectus, (C) 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 writing to the Company’s existing dividend reinvestment planforegoing restrictions set forth in this Section 3(a)(10). Notwithstanding the foregoing, if in the event that either (1x) during the last 17 days of the 45180-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 (2y) prior to the expiration of the 45such 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 1617-day period beginning on the last day of the 45such 180-day restricted period, the restrictions imposed in this clause (j) 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 period of 45 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the UnderwritersUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares Ordinary Shares issued by the Company upon the exercise of Common Stock an option or warrant, the conversion of a security or the vesting of a restricted stock unit outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, General Disclosure Package and the Prospectus or (CD) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of pursuant to any option non-employee director stock plan or warrant or the conversion of a security outstanding on the date hereof and dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus, or (D) the issuance of Common Stock pursuant to the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 4560-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 4560-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 4560-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, during the 60-day restricted period, the Company will not waive any provisions under any agreements between the Company and any of its security holders (including option holders) that prohibit the sale, transfer, assignment, pledge or hypothecation by such holder of any of the Company’s securities, unless the Underwriter otherwise consent in writing. In addition, the Company will direct its transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.

Restriction on Sale of Securities. During a the period of 45 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 180th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Company will not, without the prior written consent of the UnderwritersStifel and Canaccord, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any share shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoing or Underwriters pursuant to this Agreement, or (iiiii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderMoreover, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) 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 the Company’s existing dividend reinvestment plan. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 45such 180-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs, or (2) prior to the expiration of the 45such 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 45such 180-day restricted period, the restrictions imposed in by this clause (jSection 3(j) 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, as the case may be, unless Stifel and Canaccord waive, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Company shall notify the Representatives and each person listed in Exhibit C hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of Stifel and Canaccord: (1) issue Securities to the Underwriters pursuant to this Agreement, (2) issue shares, and options to purchase shares, of Common Stock pursuant to equity incentive plans, employee stock option plans and employee stock purchase plans described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, and (3) issue shares of Common Stock (A) upon the exercise of stock options issued under equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, (B) upon the exercise of warrants outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those warrants are in effect on the date of this Agreement or (C) upon the conversion of convertible debt securities outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those debt securities are in effect on the date of this Agreement, provided, however, that in the case of any issuance described in clause (2) or (3) above, it shall be a condition to the issuance that either (a) solely in the case of an option to purchase shares, the terms of such option shall expressly provide that it is not exercisable during the Lock-Up Period (including any extension thereof), and the Company agrees that it will not cause or permit the exercise of such option during the Lock-Up Period (including any extension thereof), or (b) the Company shall, prior to issuing any such Shares, options or other equity incentives, require the recipient thereof to execute and deliver a lock-up agreement substantially in the form of Exhibit D hereto, which shall be addressed to Stifel and Canaccord, as Representatives of the Underwriters, and otherwise satisfactory to them in form and substance, and the Company shall deliver a copy of such lock-up agreement to Stifel, not later than the business day on which it is executed and delivered, at the facsimile number and address set forth in Section 11 hereof, and shall deliver the executed original of such lock-up agreement to Stifel, at the address set forth in Section 11 hereof, not later than the third business day after such execution.