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, neither the Company, the Selling Shareholder or NAB will, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 by pursuant to the Company upon the exercise of an option Company’s 2009 Equity Incentive Plan or warrant outstanding on the date hereof and referred to dividend reinvestment plan, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; (C) any shares Common Shares issued in connection with the acquisition of Common Stock property or assets or upon conversion of securities issued in connection with the acquisition of any property or options assets, provided the recipient thereof agrees in writing to purchase Common Stock granted pursuant to existing employee benefit plans of be bound by the Company referred to restrictions set forth in the Registration Statement, the General Disclosure Package and the Prospectus, this Section 3(m); or (D) any shares the entry into, or consummation of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementtransactions contemplated by, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyCapped Call Confirmations.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither each of the Company, the Selling Shareholder or NAB willCompany and DFH LLC will not, without the prior written consent of the RepresentativesBofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company in connection with the Corporate Reorganization or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectushereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted in the ordinary course of business pursuant to existing employee benefit or director compensation plans of the Company referred (and with respect to in the Registration Statementsales of any shares of Common Stock issued pursuant to any such plan, the General Disclosure Package and Company shall be permitted to file a Registration Statement on Form S-8 under the Prospectus1933 Act), or (D) any shares of Common Stock issued in the ordinary course of business pursuant to any non-employee director stock plan or existing dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (ix) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderunder this Agreement and the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Company's 1994 Stock Option/Award Plan, Employee Stock Option Plan, Employee Stock Purchase Plan or any other existing employee benefit plans of the Company referred to in the Registration Statement, Prospectuses (as well as the General Disclosure Package and filing of any registration statement on Form S-8 (or similar form) for the Prospectus, purpose of registering under the 1933 Act shares of Common Stock issued in connection with any such plan) or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 120 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 registered pursuant to be sold hereunderthe Registration Statement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the 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 1998 Stock Option Plan, as such term is defined in the Registration Statement, the General Disclosure Package and documents incorporated by reference in the Prospectus, (C) the exercise of the options referred to in clause (B) immediately above, (D) any shares the exchange of Common Stock equity interests referred to in Section 5(j) below, (E) securities issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Xxxxxx Xxxx'x employment agreement or (E) exchanges any securities issued as consideration for a merger or acquisition; PROVIDED, HOWEVER, that any recipient of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued securities under clauses (E) and (F) immediately above shall be bound by the Companyrestrictions of this Section 3(j) and shall enter into an agreement substantially in the form of Exhibit B hereto.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offeroffer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock of itself or any Subsidiary or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, except for filing a Registration Statement on Form S-4 to register 4,000,000 shares of Common Stock for future acquisitions, and filing a Registration Statement on Form S-8 to register shares of Common Stock for issuance under the Company Stock Option Plans, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 under the U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans or other stock option plans of the Company referred to in the Registration StatementProspectuses, the General Disclosure Package and the Prospectus, or (D) any up to 4,000,000 shares of Common Stock issued by the Company pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the a Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyStatement on Form S-4.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, any Exchangeable 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 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, (Bi) any shares of Common Stock issued by the Company upon the exercise or exchange 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, (Cii) 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, (Diii) any options or shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in of the Registration Statement, Company existing on the General Disclosure Package and the Prospectus, date hereof or (Eiv) exchanges of any shares of Common Stock or any securities convertible or exchangeable into Common Stock issued as payment of any part of the purchase price for shares of Non-Voting Common Stock, par value $0.01 per share, issued businesses which are acquired by the Company.Company (provided,

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrill Lynch, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sellcontraxx xx xexx, sell xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or the transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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 Stock, options to purchase shares of Common Stock or other equity-based awards issued or granted pursuant to existing employee benefit plans of the Company or other employee or non-employee director compensation arrangements or agreements referred to in the Registration Statement, the General Disclosure Package and the Prospectus, ; (D) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued pursuant to by the Company in connection with any non-employee director stock plan or dividend reinvestment plan referred to in acquisition by the Registration Statement, the General Disclosure Package and the Prospectus, or Company; (E) exchanges any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued by the Company in connection with any business arrangement or agreement in furtherance of the Company's business; and (F) the sale and issuance of shares of Common Stock for shares to new directors of Non-Voting Common Stockthe Company in connection with their election or appointment to the board of directors of the Company; provided that, par value $0.01 per sharein the case of clauses (D), issued (E) and (F), each recipient of such securities, prior to such issuance by the Company, signs an agreement substantially in the form of Exhibit C hereto.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of or otherwise dispose or transfer or dispose of any 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 ProspectusProspectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, or (E) exchanges the issuance of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued options under the Company's stock option plan and the exercise by the Company's employees of their rights relating thereto or (F) the filing of a registration statement on Form S-8 under the 1933 Act relating to Common Stock pursuant to the Company's stock option plan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither Prospectus (the Company“Lock-Up Period”), the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 Registration Statement, the General Disclosure Package and the Prospectus, (C) shares of Common Stock issued by the Company as a result of anti-dilution provisions in the Company’s amended and restated certificate of incorporation as then in effect, or (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; provided that, (D) any in each case, the recipient of such shares of Common Stock issued pursuant or other securities is subject to any non-employee director stock plan or dividend reinvestment plan referred to substantially the same restrictions as those contained in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companythis Section 3(i).

Restriction on Sale of Securities. During a period of 45 days from after the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 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 StatementProspectus, and for purposes of clarity, the General Disclosure Package Company shall be permitted to withhold Common Shares to satisfy (1) an employee’s applicable withholding taxes upon the conversion of such securities, and (2) the Prospectusaggregate exercise price of an option, in each case, with the number of Common Shares withheld by the Company having a fair market value equal to the applicable withholding taxes and/or aggregate exercise price of Common Shares otherwise issuable to the employee, as applicable, (CB) any shares of Common Stock Shares issued or options to purchase Common Stock Shares or other equity based awards granted pursuant to existing or proposed employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DC) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in plan, (D) the Registration Statement, the General Disclosure Package and the Prospectusfiling of any registration statement on Form S-8, or (E) exchanges of shares the entry into an agreement providing for the issuance of Common Stock Shares or any securities convertible into or exercisable for shares Common Shares, and the issuance of Non-Voting Common Stockany such securities pursuant to such an agreement, par value $0.01 per share, issued in connection with (i) the acquisition by the CompanyCompany or any of its Subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of Common Shares issued pursuant to this clause (E) during the 45-day restricted period shall not exceed 20% of the total number of Common Shares issued and outstanding at the Closing Time, and provided further that any recipient of Common Shares pursuant to this clause (E) agrees in writing to be bound by restrictions substantially similar to those contained in the preceding paragraph for the balance of the 45-day restricted period.

Restriction on Sale of Securities. During For a period of 45 180 days from the date of the Prospectus, neither the Companywithout your prior written consent, the Selling Shareholder or NAB will, without the prior written consent of the Representatives, Company will not (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right right, or warrant to purchase purchase, or otherwise transfer or dispose of any shares of Common 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 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 cash, or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares 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 each of the Registration Statement, the General Disclosure Package Commitment Prospectus 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 each of the Registration Statement, the General Disclosure Package Commitment Prospectus and the Prospectus, ; or (D) any shares the filing of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in a registration statement on Form S-8 as contemplated by each of the Registration Statement, the General Disclosure Package Commitment Prospectus and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 90 days from after the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 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 StatementProspectus, and for purposes of clarity, the General Disclosure Package Company shall be permitted to withhold Common Shares to satisfy (1) an employee’s applicable withholding taxes upon the conversion of such securities, and (2) the Prospectusaggregate exercise price of an option, in each case, with the number of Common Shares withheld by the Company having a fair market value equal to the applicable withholding taxes and/or aggregate exercise price of Common Shares otherwise issuable to the employee, as applicable, (CB) any shares of Common Stock Shares issued or options to purchase Common Stock Shares or other equity based awards granted pursuant to existing or proposed employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DC) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in plan, (D) the Registration Statement, the General Disclosure Package and the Prospectusfiling of any registration statement on Form S-8, or (E) exchanges of shares the entry into an agreement providing for the issuance of Common Stock Shares or any securities convertible into or exercisable for shares Common Shares, and the issuance of Non-Voting Common Stockany such securities pursuant to such an agreement, par value $0.01 per share, issued in connection with (i) the acquisition by the CompanyCompany or any of its Subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of Common Shares issued pursuant to this clause (E) during the 90-day restricted period shall not exceed 20% of the total number of Common Shares issued and outstanding at the Closing Time, and provided further that any recipient of Common Shares pursuant to this clause (E) agrees in writing to be bound by restrictions substantially similar to those contained in the preceding paragraph for the balance of the 90-day restricted period.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 or retiree benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, each of the Selling Shareholder or NAB willStockholders set forth in Schedule B, will not, without the your prior written consent of the Representativesconsent, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any shares 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 hereunderhereunder or under the U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option to purchase Common Stock or warrant outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any surrender of shares of Common Stock issued or options to purchase Common Stock granted of an option in connection with the exercise of an option, in each case, pursuant to existing employee benefit plans (including any shares of Common Stock to be added to any such plan at the 1998 Annual Meeting of the Stockholders of the Company) of the Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus(C) transfers by way of testate or intestate succession or operation of law, (D) any shares transfers to immediate family members of Common Stock issued pursuant to any non-employee director stock plan such Selling Stockholder or dividend reinvestment plan referred to in a trust or other entity of all of the Registration Statement, the General Disclosure Package beneficial interests which are held by such Selling Stockholder and the Prospectus, or (E) exchanges transfers to charitable organizations; PROVIDED that, in the case of shares transfers pursuant to clauses (C), (D) and (E) of Common Stock for shares of Non-Voting Common Stockthis sentence, par value $0.01 per share, issued the transferee shall have agreed to be bound by the Companyrestrictions on transfer contained in this paragraph (vii).

Restriction on Sale of Securities. During a period of 45 sixty (60) days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement or prospectus under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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 registration statements on Form S-8 filed with respect thereto or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 30 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMxxxxx Sxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 or vesting of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectushereof, (CB) any shares of Common Stock Stock, stock options, restricted stock units, performance condition share units or market condition performance share units 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, (DC) any shares of Common Stock or deferred share units issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (ED) exchanges the filing of one or more registration statements with the Commission on Form S-8 with respect to shares of Common Stock for shares issued or issuable under any equity compensation plan of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 30 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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 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 Time of Sale Prospectus and the Prospectus, (CB) 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 Time of Sale Prospectus and the Prospectus, Prospectus or (DC) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, or (E. Nothing in this Section 3(a)(ix) exchanges of shall prohibit the Company from repurchasing shares of Common Stock for shares of Non-Voting its Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 180 days --------------------------------- from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, Xxxxx Xxxxxxxx (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase or otherwise transfer sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of any option to purchase or other sale or disposition) of (a) any shares of Common Stock or any securities substantially similar thereto or (b) any other securities convertible into into, or exchangeable or exercisable or exchangeable for for, shares of Common Stock or securities substantially similar thereto, beneficially owned (within the meaning of Rule 13d-3 under 0000 Xxx) by such person on the date thereof or thereafter acquired, (ii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than on Form S-8) or (iiiii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 securitiessecurities substantially similar thereto, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderunder this Agreement and the International Underwriting Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Company's 1994 Stock Option/Award Plan, Employee Stock Option Plan, Employee Stock Purchase Plan or any other existing employee benefit plans of the Company referred to in the Registration Statement, Prospectuses (as well as the General Disclosure Package and filing of any registration statement on Form S-8 (or similar form) for the Prospectuspurpose of registering under the 1933 Act shares of Common Stock issued in connection with any such plan), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, or (E) exchanges the issuance by the Company of up to 50,000 shares of Common Stock pursuant to a restricted stock plan for agents and brokers which market the products of the Company or any of its Subsidiaries (as well as the filing of any registration statement on Form S-3 (or similar form) for the purpose of registering under the 1933 Act shares of NonCommon Stock issued in connection with any such plan) and cash-Voting Common Stocksettled stock appreciation rights that the Company may issue to agents or brokers, par value $0.01 per share, issued by (F) the Companyissuance of Securities in connection with the acquisition of a business or (G) the purchase of Securities from the Selling Stockholder.

Restriction on Sale of Securities. During a period of 45 [180] days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 180 days from --------------------------------- the date of the Prospectus, neither the Companythis Agreement, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration StatementProspectus. The Company agrees not to, without the General Disclosure Package and prior written consent of Xxxxxxx Xxxxx on behalf of the ProspectusUnderwriters, release any stockholder or (E) exchanges optionholder from any agreement with the Company, whether by contract or by law, whereby such person or entity has agreed not to sell or otherwise transfer or dispose of shares of any Common Stock (or other securities) of the Company for shares a period of Non-Voting up to one hundred eighty 180 days following the commencement of the public offering of the Common Stock, par value $0.01 per share, issued Stock by the CompanyUnderwriters or otherwise.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willwill not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or 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 shares 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 (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 Stock, whether any such swap or transaction described in clause (iA) or (iiB) 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) transfers of Common Stock, or rights to acquire or other rights with respect to Common Stock, by the Selling Shareholder as a bona fide gift, provided that the person receiving the transfer shall agree to be bound by the provisions of the foregoing sentence; (C) transfers of Common Stock, or rights to acquire or other rights with respect to Common Stock, for estate planning purposes, to members of the Selling Shareholder's family or to trusts or other entities for the benefit of such family members, providing that the person receiving any shares such transfer agrees to be bound by the provisions of the foregoing sentence; and (D) dispositions of Common Stock issued by the Selling Shareholder by delivery of shares to the Company upon as payment for some or all of (i) the exercise price of an any option or warrant 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 by the Company referred to and (ii) the Selling Shareholder's income tax withholding obligation in the Registration Statement, the General Disclosure Package and the Prospectus, (D) connection with any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companysuch option.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Equity Stock or any securities convertible into or exercisable or exchangeable for Common Equity 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 Equity Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Equity 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 Equity 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 Equity Stock issued or options to purchase Common Equity Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Equity Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) exchanges of shares of Common Equity Stock for shares with an aggregate fair market value of Non-Voting Common Stock, par value not more than $0.01 per share, 10 million issued by the CompanyCompany in connection with acquisitions.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerxxxx Xxnxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale or lend or otherwise transfer or dispose of or transfer any shares 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) grants of stock options and other awards pursuant to the terms of the Company's stock option plans in effect on the date hereof and described in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued by the Company pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration StatementAmerican Axle & Manufacturing, the General Disclosure Package and the Prospectus, Inc. 401(k) Plan or (E) exchanges offers, sales and issuances of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per shareoptions, issued rights or warrants to purchase or any securities convertible into or exercisable or exchangeable for Common Stock in connection with acquisitions of businesses, companies or assets by the CompanyCompany so long as the recipients of such shares, options, rights, warrants or convertible securities are subject to the restrictions of this Section 3(j) until the expiration of such 90-day period.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Securities, including the Reserved Securities, to be sold hereunderhereunder or under the U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither Prospectus (the Company“Lock-Up Period”), the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesCanaccord, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 Registration Statement, the General 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 Registration Statement, the General Disclosure Package and the Prospectus; provided that, (D) any in each case, the recipient of such shares of Common Stock issued pursuant or other securities is subject to any non-employee director stock plan or dividend reinvestment plan referred to substantially the same restrictions as those contained in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companythis Section 3(i).

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesCiti and Leerink Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 ninety (90) days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, Xxxxxxx Xxxxx (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of PRIDES, Purchase Contracts, Common Stock or any similar securities or any security convertible into or exercisable or exchangeable for PRIDES, Purchase Contracts, Common Stock or similar securities or file any registration statement Registration Statement under the 1933 Act with respect to any of the foregoing 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 PRIDES, Purchase Contracts, Common StockStock or similar securities or any security convertible into or exercisable or exchangeable for PRIDES, Purchase Contracts, Common Stock or similar securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of PRIDES, Purchase Contracts, 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, neither the Companythis Agreement, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file 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 issuance of the Securities to be sold hereunder, (B) any the issuance of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any the issuance of shares of Common Stock issued or the grant of options to purchase Common Stock granted pursuant to existing employee or director benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Prospectus and the Prospectusregistrations in connection with such issuances or grants, (D) issuances of rights, preferred stock or Common Stock pursuant to any existing rights plan or any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred and registrations in existence at the date of this Agreement in connection with such issuances or grants, (E) securities sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing arrangement, strategic alliance or similar transaction, so long as recipients of such securities agree to be bound for any remaining portion of such 60 day period on the above terms, (F) issuances of Common Stock in connection with strategic or other significant investments in which the Registration Statementpurchaser agrees to be bound for any remaining portion of such 60 day period on the above terms, (G) any shares of Common Stock issued in any business combination and registrations related thereto so long as the General Disclosure Package and recipient agrees to be bound for any remaining portion of such 60 day period on the Prospectusabove terms, (H) any shares of Common Stock or options to purchase Common Stock granted to consultants to the Company as compensation for their services to the Company so long as the recipient agrees to be bound for any remaining portion of such 60 day period on the above terms, or (EI) exchanges the issuance of Common Stock in connection with a transaction to swap shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company’s outstanding 4.75% Convertible Senior Subordinated Notes due 2013.

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, neither the Companythis Agreement, the Selling Shareholder or NAB willCompany and the Operating Partnership will not, without the prior written consent of the RepresentativesCitigroup, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or OP Units or any securities convertible into or exercisable or exchangeable for Common Stock or 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 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 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 OP Units issued or options to purchase Common Stock or OP Units granted pursuant to existing under the current employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or any employee benefit plans of the Company which have been approved by the requisite vote of the stockholders of the Company at a duly called meeting of stockholders or any employee benefit plans of the Company in which all non-officer full-time employees of the Company are eligible to participate on substantially similar terms, (DC) any shares of Common Stock issued pursuant to any non-employee director stock plan purchased or sold under the current dividend reinvestment and stock purchase plan referred to in of the Registration StatementCompany, (D) the General Disclosure Package and issuance by the Prospectus, or (E) exchanges Company of shares of Common Stock in exchange for outstanding partnership units of the Operating Partnership in accordance with terms of the partnership agreement of the Operating Partnership or (E) the issuance of shares of Non-Voting Common Stock, par value $0.01 per share, issued by capital stock of the CompanyCompany or partnership units of the Operating Partnership in connection with the acquisition of properties in the ordinary course of business.

Restriction on Sale of Securities. During a period of 45 days from the date of the Prospectus, neither the CompanyFinal Offering Memorandum, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 upon conversion of the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusSecurities, (C) any shares of Common Stock issued by the Company upon the conversion, exchange or options to purchase exercise of securities convertible into or exchangeable of exercisable for Common Stock granted Stock, which securities are outstanding on the date hereof, (D) the grant of equity incentives pursuant to existing employee benefit plans in effect as of the Company date hereof, (E) the filing of any registration statement on Form S-8 (or amendment thereto), (F) the grant of any warrant to any of the Initial Purchasers or their affiliates and transfers or sales of Common Stock, each pursuant to the convertible note hedge and warrant transactions referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyPackage.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, subject to the immediately succeeding sentence, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Stock, 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 or such other securities, in cash or otherwise. The foregoing sentence shall not apply (i) to (A) the Securities Units to be sold hereunder, (Bii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase sold by the Company in connection with the Units or its concurrent Common Stock granted offering as described in the General Disclosure Package, (iii) to any issuance or transfer of shares of Common Stock (restricted or otherwise), stock options, stock units and performance shares pursuant to any existing employee benefit benefits plans or director compensation plans of the Company referred to that is described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (Eiv) exchanges to any issuance or transfer of shares of Common Stock for shares upon the exercise of Non-Voting Common Stock, par value $0.01 per share, issued by stock options outstanding on the Companydate hereof under existing employee benefit plans or director compensation plans of the Company that is described in the General Disclosure Package and the Prospectus.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Companyhereof, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any shares 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 (other than registration statements on Form S-8) 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 restrictions in 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 or referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the issuance of any shares of Common Stock issued Stock, or options the grant of rights to purchase acquire any shares of Common Stock granted Stock, pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus or the Prospectus dated December 15, 2009 filed by the General Disclosure Package and Company with the ProspectusCommission on December 16, 2009, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan plan, each as in effect on the date hereof or referred to to, or incorporated by reference, in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) exchanges the issuance of up to 5% of the outstanding shares of Common Stock for shares in connection with the acquisition of, or merger or joint venture with, another company (and the filing of Non-Voting Common Stock, par value $0.01 per share, issued by the Companya registration statement with respect thereto).

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 option, warrant or warrant other right or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectushereof, (C) any shares of Common Stock or other securities issued or options to purchase Common Stock granted pursuant to an existing employee and/or director benefit plans plan, equity incentive plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusCompany, (D) any shares employee stock purchase plan, (E) the filing of a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s employee benefit plans or equity incentive plans; or (F) the issuance of Common Stock issued pursuant to (i) in connection with any non-employee director stock plan merger, acquisition or dividend reinvestment plan referred to other business combination or (ii) in exchange for the Registration Statement, the General Disclosure Package and the Prospectusassets of, or a majority or controlling portion of the equity of, another entity, provided that (Ex) exchanges the aggregate number of shares of Common Stock for so issued pursuant to the exception in this subsection (F) shall not exceed 5% of the aggregate number of shares of Non-Voting Common Stock, par value $0.01 per share, issued by Stock of the Company.Company outstanding after giving effect to such issuance and any similar or related issuances and (y) prior to the issuance of such shares each recipient of such shares shall execute an agreement in the form of Exhibit A.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 (other than on Form S-8) with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) the Securities to be sold under the U.S. Purchase Agreement, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (CD) 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 StatementProspectuses, the General Disclosure Package and the Prospectus, or (DE) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxx 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 for the sale of, or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock 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 StatementProspectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, the General Disclosure Package and the Prospectus, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in effect as of the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges date of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companythis Agreement.

Restriction on Sale of Securities. During a period of 45 180 days --------------------------------- from the date of the U.S. Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement or the Japanese Underwriting Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the 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 StatementProspectuses, (C) any transactions outlined in the General Disclosure Package Prospectuses under the caption "The Reorganization and the ProspectusS Corporation Distribution", or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to transactions outlined in the Registration Statement, Prospectuses under the General Disclosure Package caption "Shares Eligible for Future Sale - Distributor Options and the Prospectus, or (E) exchanges of shares of Common Employee Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyBonus Awards."

Restriction on Sale of Securities. During a period of 45 60 days from after the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 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 StatementProspectus, and for purposes of clarity, the General Disclosure Package Company shall be permitted to withhold Common Shares to satisfy (1) an employee’s applicable withholding taxes upon the conversion of such securities, and (2) the Prospectusaggregate exercise price of an option, in each case, with the number of Common Shares withheld by the Company having a fair market value equal to the applicable withholding taxes and/or aggregate exercise price of Common Shares otherwise issuable to the employee, as applicable, (CB) any shares of Common Stock Shares issued or options to purchase Common Stock Shares or other equity based awards granted pursuant to existing or proposed employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DC) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in plan, (D) the Registration Statement, the General Disclosure Package and the Prospectusfiling of any registration statement on Form S-8, or (E) exchanges of shares the entry into an agreement providing for the issuance of Common Stock Shares or any securities convertible into or exercisable for shares Common Shares, and the issuance of Non-Voting Common Stockany such securities pursuant to such an agreement, par value $0.01 per share, issued in connection with (i) the acquisition by the CompanyCompany or any of its Subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of Common Shares issued pursuant to this clause (E) during the 60-day restricted period shall not exceed 20% of the total number of Common Shares issued and outstanding at the Closing Time, and provided further that any recipient of Common Shares pursuant to this clause (E) agrees in writing to be bound by restrictions substantially similar to those contained in the preceding paragraph for the balance of the 60-day restricted period.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sellcontraxx xx xexx, sell xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for 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, (D) any shares of Common Stock issued pursuant or options to any non-employee director stock plan or dividend reinvestment plan referred purchase shares of Common Stock granted to in consultants of the Registration Statement, Company as compensation for their services to the General Disclosure Package and the ProspectusCompany, or (E) exchanges up to an aggregate of 100,000 shares of Common Stock for shares sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a strategic alliance or collaboration at a price greater than or equal to the then market price of Non-Voting the Common Stock, par value $0.01 per shareprovided, issued by however, that in the Companycase of subclauses (D) and (E) above, the recipients of such Common Stock agree to execute a Lock-Up Agreement in the form attached at Exhibit D hereto for the remainder of the term of such Lock-Up Agreements.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 ProspectusProspectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusplan, or (E) exchanges the issuance by the Company of shares of Common Stock for shares in connection with any Put Exercises immediately prior to or after the consummation of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyoffering of the Securities or any other Related Transaction.

Restriction on Sale of Securities. During a period of 45 120 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, Xxxxxxx Xxxxx International (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 hereunderhereunder or under the U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-non- employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Companythis Agreement, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file 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 issuance of the Securities to be sold hereunder, (B) any the issuance of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any the issuance of shares of Common Stock issued or the grant of options to purchase Common Stock granted pursuant to existing employee or director benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Prospectus and the Prospectusregistrations in connection with such issuances or grants, (D) issuances of rights, preferred stock or Common Stock pursuant to any existing rights plan or any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to and registrations in existence at the Registration Statementdate of this Agreement in connection with such issuances or grants, the General Disclosure Package and the Prospectus, or (E) exchanges securities sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing arrangement, strategic alliance or similar transaction, so long as recipients of such securities agree to be bound for any remaining portion of such 90 day period on the above terms, (F) any shares of Common Stock or options to purchase Common Stock granted to consultants to the Company as compensation for their services to the Company so long as the recipient agrees to be bound for any remaining portion of such 90 day period on the above terms, (G) the issuance of Common Stock in connection with a transaction to swap shares of Common Stock for the Company’s outstanding 4.75% Convertible Senior Subordinated Notes due 2013, or (H) with respect to clause (i) of the preceding sentence, the filing by the Company of a shelf registration statement under the 1933 Act with respect to the offer, sale or issuance by the Company of any securities of the Company, which may include, among other securities, shares of Non-Voting Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, par value $0.01 per shareso long as the Company does not, issued by the Companydirectly or indirectly, offer, pledge, issue, sell, contract to issue or sell, sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock registered under such shelf registration statement for any remaining portion of such 90 day period.

Restriction on Sale of Securities. During Except as described in the Registration Statement, during a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 sale of the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Registration StatementProspectus, (C) any shares of Common Stock issued by the General Disclosure Package Company upon the conversion of debt of the Company outstanding on the date hereof and referred to in the Prospectus, (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (DE) any up to 2,000,000 shares of previously registered Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Company's Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company"acquisition shelf" registration statement.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of, or otherwise transfer or dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable 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 hereunderhereunder or under the U.S. Purchase Agreement, the Standby Subscription Agreement and any other agreement relating to the Directed Share Subscription Program and the Safeguard UIT, (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 ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesBofAS, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file or confidentially submit any registration statement under the 1933 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 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 Shares issued or options to purchase Common Stock Shares granted pursuant to existing or contemplated employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus (including the documents incorporated therein) or (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or Prospectus (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by including the Companydocuments incorporated therein).

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Citigroup, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise 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 Ordinary Shares reserved for issuance or issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) the filing of a registration statement on Form S-8 relating to the registration of up to 1,000,000 Ordinary Shares pursuant to an existing stock option plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 120 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, xxrectly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued in connection with an acquisition by the CompanyCompany of the securities or assets of another entity, provided that any person or entity acquiring such Common Stock agrees, in writing, to be subject to the same restrictions.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (ix) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 to the holders of securities of the Founding Companies on the Closing Date in connection with the Combination, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (DE) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (iX) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 (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 Stock, whether any such swap or transaction described in clause (iA) or (iiB) 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 hereunderunder this Agreement or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 ProspectusProspectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, or (E) exchanges the filing of a registration statement for the benefit of any limited partner who elects to redeem his Units for Common Stock and the sale by any such limited partner of such shares of registered Common Stock, (F) any shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyCompany pursuant to the existing Stock Purchase and Dividend Reinvestment Plan, (G) any Units issued by the Partnership in connection with any purchase of any hotel or other asset, or (H) any shares of Common Stock or preferred stock issued in connection with any purchase of any hotel or other assets, including any merger or other business combinations.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the U.S. Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Class B Common Stock or any securities convertible into or exercisable or exchangeable for Class B 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 B Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class B Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder or under the International Purchase Agreement, (B) any shares of Class B 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 ProspectusProspectuses, (C) any shares of Class B Common Stock issued or options to purchase Class B Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (D) any shares of Class B Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, or (E) exchanges of any shares of Class A Common Stock or (F) U.S. Securities convertible, exercisable or exchangeable for shares of Non-Voting Class B Common StockStock issued, par value $0.01 per shareoffered or sold in consideration for (1) the acquisition of stock or assets of other companies or (2) the services of newly hired employees of the Company; provided, issued however, that each recipient of the securities agrees in writing to be bound by the Companyrestrictions set forth in this paragraph.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Securities, including the Reserved Securities, to be sold hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 120 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesSandler X’Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into into, or exercisable or exchangeable for for, Common Stock or file 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, Prospectus provided that such options shall not be vested and exercisable within the General Disclosure Package and the Prospectus120-day period referred to above, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusplan, or (E) exchanges of any shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyCompany pursuant to any agreement entered into by the Company prior to the date hereof and referred to in the Prospectus.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 (other than on Form S-8) 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 hereunderhereunder or under the U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option option, right or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock Stock, or other securities convertible into or exercisable or exchangeable for Common Stock, issued or options or contracts to purchase Common Stock granted or entered into pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectuses or (D) any shares of Common Stock, or other securities convertible into or exercisable or exchangeable for Common Stock, issued or options or contracts to purchase Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company's shareholder rights plan.

Restriction on Sale of Securities. During a period of 45 [ ] days from the date of the Prospectus, neither the Companyapplicable Terms Agreement, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesLead Underwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale or lend or otherwise transfer or dispose of or transfer any shares 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) grants of stock options and other awards pursuant to the terms of the Company's stock option plans in effect on the date hereof and described in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued or purchased in the open market by the Company pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration StatementAmerican Axle & Manufacturing, the General Disclosure Package and the Prospectus, Inc. 401(k) Plan or (E) exchanges offers, sales and issuances of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per shareoptions, issued rights or warrants to purchase or any securities convertible into or exercisable or exchangeable for Common Stock in connection with acquisitions of businesses, companies or assets by the CompanyCompany so long as the recipients of such shares, options, rights, warrants or convertible securities are subject to the restrictions of this Section 3(i) until the expiration of such [ ]-day period.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 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 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, Prospectus or (D) any issuances of up to 5,000,000 shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusStock, or (E) exchanges of shares of Common Stock any securities convertible, exercisable or exchangeable for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyCompany in connection with the acquisition of businesses, technologies, assets or Intellectual Property of another entity, provided that, in each case, the Representative shall have received an agreement substantially in the form of Exhibit C hereto signed by the recipient of such securities.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offeroffer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock of itself or any Subsidiary or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, except for filing a Registration Statement on Form S-4 to register 4,000,000 shares of Common Stock for future acquisitions, and filing a Registration Statement on Form S-8 to register shares of Common Stock for issuance under the Company Stock Option Plans, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans or other stock option plans of the Company referred to in the Registration StatementProspectuses, the General Disclosure Package and the Prospectus, or (D) any up to 4,000,000 shares of Common Stock issued by the Company pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the a Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyStatement on Form S-4.

Restriction on Sale of Securities. During a period commencing on the date of 45 days from the Prospectus and ending on the 90th day after the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Registration Statement, the General Disclosure Package and the Prospectus, (C) any issuance of shares of Common Stock issued Stock, or granting of options to purchase Common Stock granted Stock, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any issuance of shares of Common Stock issued by the Company, or options to purchase Common Stock, pursuant to any non-employee director stock plan or dividend reinvestment plan referred to referenced in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant warrant, vesting of a restricted stock unit or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares the grant of Common Stock issued or options to purchase Common Stock granted equity incentives pursuant to existing employee benefit plans in effect as of the Company Closing Date and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges the filing of any registration statement on Form S-8 (or amendment thereto) and (F) the issuance of shares of Common Stock for as consideration in acquisitions up to a maximum of 5% of the number of shares of Non-Voting Common Stock, par value $0.01 per share, issued by Stock outstanding as of the CompanyClosing Date.

Restriction on Sale of Securities. During a period of 45 30 days from the date of the Prospectus, neither Prospectus (the Company“Lock-up Period”), the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or issued, options to purchase Common Stock or other Common Stock based awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) in connection with any asset purchase, stock or other equity purchase, merger or other acquisition agreement, partner agreement or strategic agreement, provided that each recipient agrees in writing with the Company to be bound to the restrictions set forth herein or such recipient is not entitled to receive or exercise any control (other than voting control) over such shares until after the termination of Common Stock issued pursuant to any nonthe Lock-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyup Period.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderunder this Agreement and the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Company's 1994 Stock Option/Award Plan, Employee Stock Option Plan, Employee Stock Purchase Plan or any other existing employee benefit plans of the Company referred to in the Registration Statement, Prospectuses (as well as the General Disclosure Package and filing of any registration statement on Form S-8 (or similar form) for the Prospectus, purpose of registering under the 1933 Act shares of Common Stock issued in connection with any such plan) or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 75 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx 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 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Companythis Agreement, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file 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 issuance of the Securities to be sold hereunder, (B) any the issuance of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any the issuance of shares of Common Stock issued or the grant of options to purchase Common Stock granted pursuant to existing employee or director benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Prospectus and the Prospectusregistrations in connection with such issuances or grants, (D) issuances of rights, preferred stock or Common Stock pursuant to any existing rights plan or any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to and registrations in existence at the Registration Statementdate of this Agreement in connection with such issuances or grants, the General Disclosure Package and the Prospectus, or (E) exchanges securities sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing arrangement, strategic alliance or similar transaction, so long as recipients of such securities agree to be bound for any remaining portion of such 90 day period on the above terms, (F) issuances of Common Stock in connection with strategic or other significant investments in which the purchaser agrees to be bound for any remaining portion of such 90 day period on the above terms, (G) any shares of Common Stock issued in any business combination and registrations related thereto so long as the recipient agrees to be bound for any remaining portion of such 90 day period on the above terms or (H) any shares of Non-Voting Common Stock, par value $0.01 per share, issued by Stock or options to purchase Common Stock granted to consultants to the CompanyCompany as compensation for their services to the Company so long as the recipient agrees to be bound for any remaining portion of such 90 day period on the above terms.

Restriction on Sale of Securities. During a period of 45 ninety (90) days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Registration Statement, the General Disclosure Package and or 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 or the Prospectus provided that such options shall not be vested and exercisable within the Prospectusninety (90) day period referred to above, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Bear, Xxxxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Non-Voting Common Stock, par value $0.01 per share, Stock issued by the CompanyCompany as consideration or partial consideration for business acquisitions or in connection with the formation of joint ventures, strategic partnerships or collaborations, provided that the value of such shares of Common Stock or securities do not exceed $20,000,000 in the aggregate as of the date of issuance.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 StatementProspectuses, the General Disclosure Package and the Prospectus, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a the period of 45 180 --------------------------------- days from the date of the ProspectusProspectuses, neither the Company, the such Selling Shareholder or NAB willwill not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, any 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 issuance of the Securities to be being sold hereunderhereunder and under the International Purchase Agreement by the Selling Shareholder, (B) any shares transfer of Common Stock issued such Securities to an affiliate of the Selling Shareholder which agrees in a writing in form and substance reasonably satisfactory to Xxxxxxx Xxxxx to agree to be bound by the Company upon provisions hereof as if it was the exercise of an option or warrant outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusSelling Shareholder, (C) any shares pledge prior to the date of the Prospectuses by a shareholder of the Company of Common Stock issued or options to purchase any securities convertible into or exercisable or exchangeable for Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementStock, the General Disclosure Package and the Prospectus, (D) any shares pledge after the date of the Prospectuses by a shareholder of the Company of Common Stock issued pursuant to or any non-employee director stock plan securities convertible into or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, exercisable or (E) exchanges of shares of exchangeable for Common Stock for shares the purpose of Non-Voting Common Stock, par value $0.01 per share, issued securing a bona fide loan by the Companya financial institution to such shareholder.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 30 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 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 Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, or (E) exchanges Common Shares issued upon conversion of shares units of the Operating Partnership (the "Units"), (F) Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, Shares or Units issued by the Company as consideration for the acquisition of real property or a business similar or complementary to the Company or (G) Common Shares issued pursuant to the Company's dividend reinvestment and share purchase plan.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, announce an intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 to, or registration statements on Form S-8 filed in connection with, existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock of the Company issued pursuant to acquire assets or equity of one or more businesses in any non-employee director stock plan or dividend reinvestment plan referred to transaction approved in advance by the Registration Statement, the General Disclosure Package and the Prospectus, Company's board of directors or (E) exchanges issuances of shares of Common Stock for shares of Non-Voting Common Stockpursuant to collaborative, par value $0.01 per share, issued licensing or marketing arrangements approved in advance by the Company's board of directors; provided, that the number of shares issued in accordance with the foregoing paragraphs (D) and (E) does not exceed [ ] in the aggregate.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesBofA and Credit Suisse, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Companyapplicable Terms Agreement, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale or lend or otherwise transfer or dispose of or transfer any shares 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) grants of stock options and other awards pursuant to the terms of the Company's stock option plans in effect on the date hereof and described in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued by the Company pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration StatementAmerican Axle & Manufacturing, the General Disclosure Package and the Prospectus, Inc. 401(k) Plan or (E) exchanges offers, sales and issuances of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per shareoptions, issued rights or warrants to purchase or any securities convertible into or exercisable or exchangeable for Common Stock in connection with acquisitions of businesses, companies or assets by the CompanyCompany so long as the recipients of such shares, options, rights, warrants or convertible securities are subject to the restrictions of this Section 3(i) until the expiration of such 90-day period.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Company and each Selling Shareholder or NAB willStockholder will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 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, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred plan, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to in the Registration Statement, the General Disclosure Package and the Prospectus, foregoing or (E) exchanges any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that no more than an aggregate of 5% of the number of shares of Common Stock outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; provided further, that Xxxxxxx Xxxxx receives a signed lock up agreement in substantially the form of Exhibit A hereto for the balance of the 180-day restricted period (including any 18-day extension thereof as provided for in this clause (i)) from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act. Notwithstanding the foregoing, and subject to the conditions below, each Selling Stockholder may transfer the Securities without the prior written consent of NonXxxxxxx Xxxxx, provided that (i) Xxxxxxx Xxxxx receives a signed lock-Voting Common Stockup letter agreement, par value $0.01 per sharesubstantially in the form of Exhibit hereto, issued for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (ii) any such transfer shall not involve a disposition for value, (iii) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the 1934 Act and (iv) such Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such transfers: (a) as a bona fide gift or gifts, (b) to any trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder (for purposes of this section 3(i), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (c) as a distribution to limited partners or stockholders or members of such Selling Stockholder or (d) to such Selling Stockholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Stockholder. Notwithstanding the Companyforegoing, if (1) during the last 17 days of the 180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180 day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180 day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 ProspectusProspectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusplan, or (E) exchanges the issuance by the Company of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by pursuant to the CompanyRecapitalization.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, Global Coordinator (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase for the sale of or otherwise transfer or dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares of Common Stock transferred to an affiliate of the Company or any CBS Party (as defined in the Restated Certificate of Incorporation of the Company) which agrees to be bound by the provisions of this Section 3(j), (B) the Securities to be sold hereunder, (B) any shares of Common Stock issued by hereunder or under the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusInternational 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 Company's 1998 Long-Term Incentive Plan, Executive Annual Incentive Plan and Savings Plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectuses or (D) any shares of Class A Common Stock issued pursuant in connection with any acquisitions to any non-employee director stock plan or dividend reinvestment plan referred to be made by the Company in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock future in consideration for shares of Non-Voting Class A Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 180 --------------------------------- days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, in its discretion reasonably exercised, (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Stock, whether any such swap or transaction described in clause (iA) or (iiB) 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 under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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, Prospectuses or (D) any shares of Common Stock issued pursuant to any non-non- employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyplan.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, Xxxxxx Xxxxxxx (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 hereunderunder this Agreement and the International Underwriting Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Company's 1994 Stock Option/Award Plan, Employee Stock Option Plan, Employee Stock Purchase Plan or any other existing employee benefit plans of the Company referred to in the Registration Statement, Prospectuses (as well as the General Disclosure Package and filing of any registration statement on Form S-8 (or similar form) for the Prospectuspurpose of registering under the 1933 Act shares of Common Stock issued in connection with any such plan), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan, the General Disclosure Package and the Prospectus, or (E) exchanges the issuance by the Company of up to 50,000 shares of Common Stock pursuant to a restricted stock plan for agents and brokers which market the products of the Company or any of its Subsidiaries (as well as the filing of any registration statement on Form S-3 (or similar form) for the purpose of registering under the 1933 Act shares of NonCommon Stock issued in connection with any such plan) and cash-Voting Common Stocksettled stock appreciation rights that the Company may issue to agents or brokers, par value $0.01 per share, issued by (F) the Companyissuance of securities in connection with the acquisition of a business or (G) the purchase of Securities from the Selling Stockholder.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrill Lynch, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sellxx xxxl, sell xxxl any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 Registration Statement, the General Disclosure Package and the Prospectushereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in (including the Registration StatementStock Option Plan, the General Disclosure Package and the ProspectusCompany's employee stock ownership plan, retirement savings plan and team incentive plans) or (D) any shares of Common Stock issued pursuant to any non-employee nonemployee director stock plan or dividend reinvestment plan referred to in effect on the date of the filing of the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrill Lynch and Morgan Stanley, (i) directly or indirectly, offerxxxxx, pledgexxxxxe, sellsxxx, contract coxxxxxx to sell, sell any option or 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) directly or indirectly, enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the 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 under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 StatementProspectuses, the General Disclosure Package and the Prospectus, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares the issuance of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by pursuant to the Companypurchase contract related to any FELINE PRIDES.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 (other than a registration statement on Form S-8) 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 in connection with the settlement of a restricted stock unit or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectushereof, (C) any shares of Common Stock issued or options or rights to purchase acquire Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusCompany, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges up to an aggregate of $100.0 million fair market value of shares of Common Stock for shares issued as all or a portion of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyconsideration in connection with one or more acquisitions of unaffiliated entities or assets or businesses from unaffiliated entities.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise 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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 ProspectusProspectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusplan, or (E) exchanges the issuance by the Company of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by pursuant to the CompanyRecapitalization.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither Prospectus (the Company“Lock-Up Period”), the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesCanaccord, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 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 or stock compensation plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) any shares of Common Stock to be issued pursuant to any non-employee director stock plan officers or dividend reinvestment plan referred to consultants; provided that, in the Registration Statementeach case, the General Disclosure Package and the Prospectus, or (E) exchanges recipient of such shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyor other securities is subject to restrictions similar to or greater than those contained in this Section 3(i).

Restriction on Sale of Securities. During a the period of 45 days from commencing on the date of this Agreement (the Prospectus, neither the Company"COMMENCEMENT DATE") and ending 180 days thereafter, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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; provided, however, the Company may issue shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with strategic business relationships, including marketing and distribution business relationships, only if such transferee executes and delivers to Xxxxxxx Xxxxx an agreement in the same form and content, and with the same expiration date, as the form of lock-up agreement attached hereto as Exhibit C-1 or Exhibit C-2, as the case may be. The foregoing sentence shall not apply to (A) 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, Prospectuses or (CB) 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 Prospectuses and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyregistration statements filed related thereto.

Restriction on Sale of Securities. During a period of 45 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares 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 its Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold to the Underwriter hereunder. The Company may, however, (Bi) any shares grant options to purchase Ordinary Shares, restricted share units or other equity based compensation pursuant to its existing equity compensation plans, (ii) issue Ordinary Shares upon the conversion of Common Stock issued by the Company upon outstanding class A shares, the exercise of an option warrants for Ordinary Shares or warrant class A shares, or the exercise of outstanding on options, restricted share units and other equity incentive awards under the date hereof existing equity compensation plans and (iii) after 15 days following the Additional Closing Time, file a registration statement with the Commission pursuant to Rule 415 under the 1933 Act for the registration of Ordinary Shares, preference shares, debt securities, warrants and other securities, commonly referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Companyas a “universal shelf.”

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, or required to be issued by the Company pursuant to a contract entered into prior to the date hereof, and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (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 ProspectusProspectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of any shares of Common Stock for shares or Warrants issued in connection with the Exchange Offer or the Units Offering or the issuance of Non-Voting Common Stock, par value $0.01 per share, issued by Stock upon the Companyexercise of such Warrants.

Restriction on Sale of Securities. During a period of 45 60 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sellcontraxx xx xexx, sell xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for 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 option, warrant or warrant right or the conversion or split of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CB) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (DC) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statementplan. In addition, the General Disclosure Package and second preceding sentence shall not restrict the Prospectus, or (E) exchanges of Company's ability to enter into any agreement to issue shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with an acquisition of assets, another company or business or a merger or other business combination, provided that the issuance of such shares of NonCommon Stock or such other securities occurs after the expiration of such 60-Voting Common Stock, par value $0.01 per share, issued by the Companyday period.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesMerrill Lynch, (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 shares 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 Registration Statement, the General Disclosure Package and the Prospectushereof, (C) any shares of Common Stock issued or options to purchase Common Stock or stock appreciation rights granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusCompany, (D) any shares of Common Stock or stock appreciation rights issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of any shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyCompany upon the exercise of the Rights.

Restriction on Sale of Securities. During a period of 45 60 days from after the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common 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 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 StatementProspectus, and for purposes of clarity, the General Disclosure Package Company shall be permitted to withhold Common Shares to satisfy (1) an employee’s applicable withholding taxes upon the conversion of such securities, and (2) the Prospectusaggregate exercise price of an option, in each case, with the number of Common Shares withheld by the Company having a fair market value equal to the applicable withholding taxes and/or aggregate exercise price of Common Shares otherwise issuable to the employee, as applicable, (CB) any shares of Common Stock Shares issued or options to purchase Common Stock Shares or other equity based awards granted pursuant to existing or proposed employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DC) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in plan, (D) the Registration Statement, the General Disclosure Package and the Prospectusfiling of any registration statement on Form S-8, or (E) exchanges of shares the entry into an agreement providing for the issuance of Common Stock Shares or any securities convertible into or exercisable for shares Common Shares, and the issuance of Non-Voting Common Stockany such securities pursuant to such an agreement, par value $0.01 per share, issued in connection with (i) the acquisition by the CompanyCompany or any of its Subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of Common Shares issued pursuant to this clause (E) during the 60-day restricted period shall not exceed 20% of the total number of Common Shares issued and outstanding at the Closing Time, and provided further that any recipient of Common Shares pursuant to this clause (E) agrees in writing to be bound by restrictions substantially similar to those contained in the preceding paragraph for the balance of the 60-day restricted period.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither Prospectus (the Company"Lockup Period"), the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 ether 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 any Option Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusplan, or (E) exchanges of any shares of Common Stock or securities convertible into or exchangeable for shares Common Stock issued in connection with acquisitions (by purchase, merger or otherwise) of Non-Voting Common Stock, par value $0.01 per share, issued by other entities (or substantially all of the Companyassets or operations of other entities) if the recipients of such securities each executes a lockup agreement with Xxxxxxx Xxxxx in form and substance substantially similar to the lockup set forth in this Section 3(i).

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the CompanyFinal Offering Memorandum, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 ProspectusFinal Offering Memorandum, (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, Final Offering Memorandum or (D) any NY\5751006 shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the CompanyFinal Offering Memorandum.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file 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 issuance of the Securities to be sold hereunder, (B) any the issuance of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any the issuance of shares of Common Stock issued or the grant of options to purchase Common Stock granted pursuant to existing employee or director benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Prospectus and the Prospectusregistrations in connection with such issuances or grants, (D) issuances of rights, preferred stock or Common Stock pursuant to any existing rights plan or any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to and registrations in existence at the Registration Statementdate of this Agreement in connection with such issuances or grants, the General Disclosure Package and the Prospectus, or (E) exchanges securities sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing arrangement, strategic alliance or similar transaction, so long as recipients of such securities agree to be bound for any remaining portion of such 90 day period on the above terms, (F) issuances of Common Stock in connection with strategic or other significant investments in which the purchaser agrees to be bound for any remaining portion of such 90 day period on the above terms, (G) any shares of Common Stock issued in any business combination and registrations related thereto so long as the recipient agrees to be bound for any remaining portion of such 90 day period on the above terms or (H) any shares of Non-Voting Common Stock, par value $0.01 per share, issued by Stock or options to purchase Common Stock granted to consultants to the CompanyCompany as compensation for their services to the Company so long as the recipient agrees to be bound for any remaining portion of such 90 day period on the above terms.

Restriction on Sale of Securities. During a the period of 45 180 days from the date of the Prospectus, neither the CompanyProspectuses, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx International, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, any 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 issuance of the Securities to be being sold hereunderhereunder and under the U.S. Purchase Agreement by the Company, (B) any shares issuance of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares issuance of Common Stock issued Stock, or any grant of options to purchase Common Stock granted Stock, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (D) any shares issuance of Common Stock issued pursuant to or any non-employee director stock plan securities convertible into or dividend reinvestment plan referred to exercisable or exchangeable for Common Stock by the Company in consideration of the Registration Statementacquisition by the Company from a third party of a business (whether through a merger, the General Disclosure Package and the Prospectussale of assets or securities, or (E) exchanges otherwise), provided that each transferee of shares of such Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued or securities agrees in a writing in form and substance reasonably satisfactory to Xxxxxxx Xxxxx International to agree to be bound by the provisions hereof as if it was the Company, or the filing by the Company of a registration statement under the 1933 Act with respect to such issuance and acquisition.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common 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 Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, ; (D) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock equity plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, ; or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued the filing by the CompanyCompany of any registration statement on Form S-8 or a successor form thereto.

Restriction on Sale of Securities. During a period of 45 90 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesGlobal Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares 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 (other than on Form S-8) 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 hereunderhereunder or under the International Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option option, right or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, (C) any shares of Common Stock Stock, or other securities convertible into or exercisable or exchangeable for Common Stock, issued or options or contracts to purchase Common Stock granted or entered into pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectuses or (D) any shares of Common Stock, or other securities convertible into or exercisable or exchangeable for Common Stock, issued or options or contracts to purchase Common Stock issued pursuant to any non-non- employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company's shareholder rights plan.

Restriction on Sale of Securities. During a period of 45 180 days from the date of the Prospectus, neither the Company, the Selling Shareholder or NAB willCompany will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, sell short contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 hedging arrangement 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; provided that the Company may sell shares Common Stock (or securities convertible into shares of Common Stock) to a third party as consideration for the Company's acquisition from such third party of a car dealership, provided that such third party executes a lock-up agreement on substantially the same terms described above for a period expiring 180 days from the date of the Prospectus, (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, Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) exchanges of shares of Common Stock for shares of Non-Voting Common Stock, par value $0.01 per share, issued by the Company.