Common use of Restriction on Sale of Securities Clause in Contracts

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this Agreement, the Company will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Restricted Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, as well as the Representative’s Warrants and any shares of Common Stock into which the Representative’s Warrants are exercisable, (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 employee benefit or equity incentive plans of the Company existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued filing by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, of a registration statement on Form S-8 or any limited partnership interests which may successor form thereto with respect to the registration of securities to be issued by offered under any subsidiary employee benefit or equity incentive plans of the Company that is a limited partnership referred to acquire propertiesin the Registration Statement, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to General Disclosure Package and the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, agreement 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, other than . 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares or other types of equity awards 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 existing on or dividend reinvestment and share purchase plan for which a registration statement has been filed with the Commission prior to the date hereof and referred to in the Registration Statementhereof, (E) any shares OP Units or other securities convertible into Common Shares issued by the Company or the Operating Partnership in connection with an acquisition by the Company or any of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withthe Company’s subsidiaries or affiliates of interests in assets or real property, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be Shares issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures redemption or similar arrangements, or any limited partnership interests which may be issued by any subsidiary conversion of the Company that is a limited partnership to acquire properties, in each case so long OP Units outstanding as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesXxxxxx Xxxxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly of any Class A Shares or indirectly, any shares of Common Stock Class B Shares or any securities convertible into or exercisable or exchangeable for Common Stock Class A Shares or Class B Shares (including, without limitation, NFI LLC Units) or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the Class A Shares or the Class B Shares or any securities convertible into or exercisable or exchangeable for Common StockClass A Shares or Class B Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common StockClass A Shares, Class B Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Class A Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred or at the Closing Time after giving effect to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof Transactions and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any grants of Class A Shares, share options, restricted shares, notional units or other equity or equity-based securities to employees, directors, contractors, or other individuals eligible to receive awards pursuant to the terms of any plan in effect as of the Closing Time and described in the Registration Statement, General Disclosure Package and Prospectus, or the issuance of Class A Shares pursuant to the exercise, vesting, or settlement of any award granted pursuant to the Company’s equity incentive plans that are described in the Registration Statement, General Disclosure Package and Prospectus, (D) any shares of Common Stock Class A Shares issued pursuant to any non-employee director stock share plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (E) any shares of Common Stock offered and sold pursuant registration statement on Form S-8 under the 1933 Act with respect to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionforegoing clauses (B), (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FC) and (yD); provided that, the holders of Class A Shares issued pursuant to (B), (C) shall or (D) above agree to execute a lock-up letter described in Section 5(i) hereof (to the extent such holder has not include previously signed a lock-up letter covering such Class A Shares) or such Class A Shares do not vest until after the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms expiry of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveLock-Up Period.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued or restricted shares, restricted share units or options to purchase ADSs or 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 ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares registration statement on Form S-8. Notwithstanding the foregoing, if (1) during the last 17 days of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by 180-day restricted period the Company issues an earnings release or material news or a material event relating to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares occurs or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, (2) prior to the issuance expiration of any such shares the 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 15-day period beginning on the last day of Common Stock (but not any such limited partnership interests)the 180-day restricted period, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms issuance of the limited partnership agreement of any subsidiary earnings release or the occurrence of the Company that is a limited partnership upon material news or material event, unless the exchange of limited partnership interests Representative waive, in writing, such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveextension.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this AgreementLock-Up Period, the Company will not, without the prior written consent of the Representatives, directly or indirectly, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoingUnderwriters pursuant to this Agreement), or 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common other Capital Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of Common Stock, Stock or other securities, in cash or otherwise, other than or publicly announce any intention to do any of the foregoing. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (A1) the issue Securities to be sold hereunderthe Underwriters pursuant to this Agreement, (2) issue shares, (B) any shares and options to purchase shares, of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred and restricted stock units and other compensatory equity and equity-based awards pursuant to equity incentive plans described in the Registration StatementGeneral Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, plans are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the in effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after on the date of this Agreement, but which agreement and effect any registration related thereto, (x3) shall apply only to the issue shares of Common Stock upon the exercise or settlement of compensatory equity or equity-based awards outstanding on the date of this Agreement or issued after the date of this Agreement under equity incentive plans referred to such persons pursuant to this in clause (F2) and (y) shall not include above, as those plans are in effect on the exceptions set forth in clauses (A) through (G) date of this paragraphAgreement, and and (G4) sell, contract to sell or otherwise dispose of or transfer any shares of Common Stock in connection with facilitating the payment of a purchase price or withholding and payment of taxes associated with compensatory equity or equity-based awards outstanding on the date of this Agreement or issued by after the Company date of this Agreement under equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, in accordance with the terms of the limited partnership agreement of such equity incentive plans; provided that it shall be a condition to any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof sale, contract to sale or that are issued after the date hereof other disposition or transfer pursuant to this clause (F4) abovethat any filing under the Exchange Act related to such sale, contract to sale or other disposition or transfer shall clearly indicate in the footnotes thereto the nature and conditions of such sale, contract to sale or other disposition or transfer.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus (including any document incorporated by reference therein), or registration statements filed under the 1933 Act with respect to such plans, or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a or dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares effect as of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement. Notwithstanding the foregoing, but which agreement in the event that either (xi) shall apply only during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the shares Company occurs (it being acknowledged and agreed that any announcement by the Company of Common Stock issued to such persons pursuant to this clause (F) and (y) the declaration or payment of regular quarterly cash dividends on common stock consistent with past practice shall not include constitute material news or a material event), or (ii) prior to the exceptions expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by paragraph will continue to apply until the Company in accordance with the terms expiration of the limited partnership agreement of any subsidiary of the Company date that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued fifteen (15) calendar days plus three (3) business days after the date hereof pursuant on which the earnings release is issued or the material news or event related to clause (F) abovethe Company occurs. The Company shall promptly notify Xxxxx Xxxxxxxx of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwiseotherwise without the prior written consent of the Representatives; provided that confidential or non-public submissions to the Commission of any registration statements under the 1933 Act may be made if (w) no public announcement of such confidential or non-public submission shall be made, other than (x) if any demand was made for, or any right exercised with respect to, such registration of shares of Stock or securities convertible, exercisable or exchangeable into Stock, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least three business days prior to such confidential or non-public submission to the Representatives and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 60-day restricted period. 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued and options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the filing of any registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any plan referred to in clause (B) of this Section 3(h), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock offered during the 60-day restricted period and sold pursuant to a dividend reinvestment the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 60-day restricted period and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any the issuance of up to 5% of the outstanding shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsacquisition of the assets of, or any limited partnership interests which may be issued by any subsidiary a majority or controlling portion of the Company that is equity of, or a limited partnership to acquire properties, joint venture with another entity in each case so long as those shares connection with the acquisition by the Blue Bird Parties or limited partnership interests, as applicable, are issued directly to the stockholders or other owners any of those businesses or properties or to the other equity owners its subsidiaries of such joint ventures or similar arrangements, as entity; provided in the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions transferee of such shares agrees to be bound in writing to the restrictions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSection 3(h).

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 exchange of a convertible or exchangeable security or the vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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, restricted stock or restricted stock units or other compensatory awards granted, pursuant to 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 Stock, restricted stock or restricted stock units issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statementor dividend reinvestment plan, (E) any including shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, registered on any registration statement on Form S-8 under the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection 1933 Act with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly respect to the stockholders foregoing or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (GE) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in accordance 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, in the terms case of clause (E) above, no more than an aggregate of 5% of the limited partnership agreement number of any subsidiary shares of Common Stock outstanding as of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that Closing Time are issued after as consideration in connection with all such acquisitions; provided further, that, in the date hereof pursuant to case of clause (FE) above, the Representatives receive a signed lock up agreement in substantially the form of Exhibit A hereto for the balance of the 30-day restricted period from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, and will not publicly disclose an intention to, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or submit or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap swap, hedging or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued, or options or warrants to purchase ADSs (or to subscribe for 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 ADSs or Ordinary Shares issued pursuant to any non-employee director stock equity plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, successor form thereto; or described in a prospectus supplement or prospectus filed with, the Commission, (F) ADSs, Ordinary Shares, or any shares of Common Stock which may be securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued by the Company to acquire other businesses or in connection with a transaction with an third party that includes a bona fide commercial relationship with the Company (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering or intellectual property license agreement with the Company’s entering into joint ventures ); provided, however, that the aggregate number of Ordinary Shares issued or similar arrangementsissuable pursuant to ADSs, Ordinary Shares, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership options or warrants to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties purchase ADSs (or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xsubscribe for Ordinary Shares) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) during the restricted period specified in this Section shall not include exceed 10% of the exceptions set forth in clauses (A) through (G) total number of Ordinary Shares issued and outstanding immediately following the issuance and sale of the Securities pursuant to this paragraphAgreement, and (G) any shares of Common Stock issued by provided, further that the Company in accordance with the terms shall cause each recipient of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof ADSs, Ordinary Shares or that are securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued after the date hereof pursuant to this clause (F) aboveduring the 45-day restricted period described above to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, and will not publicly disclose the intention to, without the prior written consent of the RepresentativesMxxxxx Sxxxxxx & Co. LLC, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common 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 StatementProspectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof or dividend reinvestment plan, and referred to in the Registration Statementany registration related thereto, (E) any shares of Common Stock offered issued to directors in lieu of directors’ fees, and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionany registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, and (G) the issuance by the Company of any shares of Common Stock which may be issued by as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the Company to acquire other businesses or issuance of shares in connection with an amount greater than 5% of the Company’s entering into joint ventures or similar arrangementsthen outstanding shares of Common Stock, or any limited partnership interests which may be issued by any subsidiary of (ii) the Company that is does not file a limited partnership registration statement with respect to acquire properties, in each case so long as those such shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance expiration of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect period set forth in this paragraph, which agreement shall be in form subsection (k) and substance satisfactory to (iii) the Representatives and which receive a signed lock-up agreement shall be applicable through and including for the 30th day after balance of the date period set forth in this subsection (k) from each recipient of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to in connection with such persons pursuant to an acquisition under this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above).

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any grants of stock options, restricted stock, notional units or other equity securities to employees, directors or contractors pursuant to the terms of any plan in effect as of the Closing Time, issuances of Common Stock pursuant to the exercise of such options or the exercise of any other employee stock options or units outstanding on the date hereof, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (E) any shares of Common Stock offered and sold pursuant registration statement on Form S-8 under the 1933 Act with respect to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionforegoing clauses (B), (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FC) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveD).

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s 's entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Final Prospectus (the date of this Agreement“Lockup Period”), the Company will not, without the prior written consent of the RepresentativesBanc of America Securities LLC, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 publicly disclose the intention to do 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementFinal Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementFinal Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statementor dividend reinvestment plan, (E) any shares of Common Stock offered or securities convertible into or exchangeable for Common Stock issued in connection with acquisitions (by purchase, merger or otherwise) of other entities (or substantially all of the assets or operations of other entities) if the recipients of such securities each executes a lockup agreement with Banc of America Securities LLC in form and sold pursuant substance substantially similar to a dividend reinvestment and stock purchase plan filed withthe lockup set forth in this Section 3(i), or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance filing of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to registration statement on Form S-8 under the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above1933 Act.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 employee benefit plans of the Company existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) any shares the adoption of Common Stock offered a new equity incentive plan and sold issue securities pursuant to a dividend reinvestment and stock purchase plan filed with, such plan; or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued the filing by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in registration statement on Form S-8 or a successor form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovethereto.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued or rights or options to purchase ADSs or Ordinary Shares granted pursuant to existing employee benefit plans or long term incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding registration statement on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveForm S-8.

Restriction on Sale of Securities. During the a period beginning on the date of this Agreement through and including the 30th day after 90 days from the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesGlobal Coordinator, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, for the sale of or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for repayable with Common Stock (including, without limitation, any Common Stock or other such securities issued by the Company or which are now owned or hereafter acquired by the Company or with respect to which the Company has or hereafter acquires the power of disposition), or file any or cause the filing of a registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for repayable with Common Stock, whether any such swap, swap or other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise. Notwithstanding the provisions of the foregoing sentence, other than the Company may do any of the following: (A1) the Securities to be sold hereunder, (B) any shares of issue Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statementunder its employee or director stock, (C) any shares of Common Stock issued bonus or compensation plans, or grant options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesawards under such plans, in each case so long as those shares or limited partnership interests, as applicable, such plans are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the in effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after on the date of this Agreement, but and file one or more registration statements on Form S-8 covering the offering and sale of securities issuable under such plans; (2) issue Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock to owners of businesses which agreement 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 any such acquisition, enter into and implement collar and other price protection arrangements in connection with any such acquisition, and file one or more registration statements on Form S-4 covering the offering and sale of Common Stock or such other securities by the Company to such owners in connection with such acquisitions; (x3) shall apply only in connection with the future acquisition of any business, whether by merger, acquisition of assets or capital stock or otherwise, that has outstanding warrants, options or other securities convertible into or exchangeable or exercisable for or repayable with common stock or other equity securities, or that maintains employee or director bonus or compensation plans providing for the issuance of common stock or options to purchase common stock or other awards, (A) issue substantially similar new warrants, options or other securities to replace the outstanding options, warrants or other securities of such acquired business or assume the obligations of such acquired business under such outstanding warrants, options or other securities or such plans, and issue Common Stock pursuant to any such warrants, options or other securities, as in effect on the date of such issuance or assumption, or grant options to purchase Common Stock or other awards and issue Common Stock under any such plans, as in effect on the date of acquisition, and (B) file one or more registration statements on Form S-8 covering the offering and sale of securities issuable under such plans; (4) issue Common Stock pursuant to acquisition agreements existing on the date of this Agreement which were entered into by the Company to effect the acquisitions of Lone Star Institutional Grocers, Inc., X.X. Xxxx & Sons, L.L.C. and Xxxxxx Xxxx Foods, Inc., as described under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Introduction" in the Prospectuses, as such agreements are in effect on the date hereof and implement collar and other price protection provisions contained in such agreements; (5) issue Common Stock upon exercise of an outstanding warrant to purchase 71,460 shares of Common Stock issued as of January 31, 1999, subject to anti-dilution adjustments, as such persons pursuant to this clause (F) warrant is in effect on the date hereof; and (y6) shall not include file one or more shelf registration statements covering the exceptions set forth in clauses resale of (A) through (G) of this paragraph, and (G) any shares of Common Stock issued to owners of businesses acquired by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on prior to the date hereof or that are issued after to the owner of the warrant referred to in clause (5) of this sentence under registration rights agreements existing on the date hereof pursuant to hereof, as such agreements are in effect on the date hereof, and (B) Common Stock issued in accordance with clause (F2) aboveof this sentence to owners of businesses acquired by U.S. Foodservice subsequent to the date hereof, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses under registration rights agreements entered into in connection with such acquisitions.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Citigroup, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or lend or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into into, exchangeable for, exercisable for, or exercisable or exchangeable for repayable with shares of Common Stock (including the Class A Common Stock) or file any registration statement under the 1933 Act with respect to any of the foregoingforegoing (other than (A) any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement and (B) a registration statement on Form S-8 to register Common Stock or options to purchase Common Stock pursuant to any equity incentive plan described in the Registration Statement, the General Disclosure Package and the Prospectus) or publicly announce the intention to do 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 any the Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock, Class A Common Stock or such other securities, in cash or otherwise, other than . 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 exchange of a security, in each case outstanding on the date hereof referred to and 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 existing on the date hereof and referred to disclosed 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 share plan existing on the date hereof and referred to or distribution reinvestment plan disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any the Company’s purchase of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withplans described in the Registration Statement, the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Class A Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth stock dividend declared in clauses (A) through (G) of this paragraphcontemplation, and (G) any shares of Common Stock issued by the Company in accordance with the terms payable upon completion, of the limited partnership agreement of any subsidiary offering of the Company that is a limited partnership upon Securities, as disclosed in the exchange of limited partnership interests in such limited partnership that are outstanding on Registration Statement, the date hereof or that are issued after General Disclosure Package and the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the period beginning on from the date of this Agreement through hereof and continuing to and including the 30th day date 180 calendar days after the date of this Agreementthe Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, directly or indirectly, not to (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, make any short sale, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock submit to, or file any with, the Commission a registration statement under the 1933 Act with respect (other than registration statements on Form S-8 relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to any employee benefit plan) relating to, except as provided hereunder, any ADSs or any securities of the Company that are substantially similar to the ADSs, including but not limited to any options or warrants to purchase ADSs or Underlying Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, ADSs or Underlying Shares or any such substantially similar securities or publicly disclose the intention to undertake any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Stock the ADSs or Underlying Shares or any securities convertible into or exercisable or exchangeable for Common Stocksuch other securities, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Underlying Shares or such other securities, in cash or otherwise, otherwise (other than (A) the Securities Underlying Shares and ADSs to be sold hereunder, (B) pursuant to employee stock option plans of the Company as disclosed in the Pricing Prospectus and the Prospectus, or (C) upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement and disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus), (iii) permit the Company’s transfer agent to register any ordinary shares of Common Stock issued by the Company other than the Underlying Shares in the name of the Depositary, or (iv) permit the Depositary to issue any ADSs, in each case from (i) to (iv) without the prior written consent of the Representatives provided, however, that the Company shall be permitted during the Lock-Up Period to (i) issue securities upon the exercise of an option outstanding on or a warrant, the date hereof referred to in vesting of a restricted share unit or the Registration Statement, (C) any shares conversion of Common Stock issued or options to purchase Common Stock granted a security pursuant to employee benefit stock option plans of the Company existing on the date hereof and referred to as disclosed in the Registration Statement, Pricing Prospectus and the Prospectus; (Dii) issue any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued securities by the Company to acquire other businesses or in connection with the Company’s entering into acquisition of one or more businesses, products or technologies, joint ventures ventures, commercial relationships or similar arrangementsother strategic corporate transactions, or any limited partnership interests which may be provided that the recipients of such securities execute a lock-up agreement in favor of the Underwriters containing substantially the same obligations as those set forth in Exhibit A-1 hereto, provided further that the aggregate number of ordinary shares so issued by any subsidiary pursuant to this subsection 5(e)(ii) shall not exceed 2.0% of the total number of ordinary shares of the Company that is outstanding, on a limited partnership to acquire propertiesfully diluted basis, immediately following this offering; and (iii) deposit ordinary shares with the Depositary for conversion into ADSs in connection with the contemplated issuance of options under the Company’s equity incentive plans as disclosed in the Pricing Prospectus and the Prospectus; If the Representatives, in each case so long as those shares their sole discretion, agree to release or limited partnership interests, as applicable, are issued directly to waive the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect restrictions set forth in this paragraph, which agreement shall be a lock-up letter described in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xSection 8(m) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary hereof for an officer or director of the Company that is and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a limited partnership upon press release substantially in the exchange form of limited partnership interests in such limited partnership that are outstanding on Exhibit A-2 hereto through a major news service at least two business days before the effective date hereof of the release or that are issued after the date hereof pursuant to clause (F) abovewaiver.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 60th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxx Fargo, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxx Fargo an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxx Fargo and which agreement shall be applicable through and including the 30th 60th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (x)(i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose ofof any Units, directly Class A Shares, Founder Shares, Warrants, public or indirectlyprivate, any shares of Common Stock or any securities convertible into into, or exercisable exercisable, or exchangeable for Common Stock for, Units, Class A Shares Founder Shares or Warrants or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the Units, Class A Shares , Founder Shares or any securities convertible into or exercisable or exchangeable for Common StockWarrants, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common StockUnits, Class A Shares, Founder Shares or Warrants or other securities, in cash or otherwise, or (y) release the Sponsor or any officer or director of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision or (z) release any other than holders of Founder Shares or any of their respective transferees from the 180-day lock up contained in any investment agreement between the Company and such holder of Founder Shares or amend such provision. Clause (x) of the foregoing sentence shall not apply to (A) the Initial Securities and the Option Securities to be sold hereunder, (B) any shares the issuance and sale of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration StatementPrivate Placement Warrants, (C) any shares registration of Common Stock issued or options to purchase Common Stock granted the resale of securities under the 1933 Act pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company Rights Agreement in accordance with the terms of the limited partnership agreement Registration Rights Agreement or (D) issuance of any subsidiary of the Company that is securities in connection with a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveBusiness Combination.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of at least three of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or publicly file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing (excluding any confidential submission of a registration statement) 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Ordinary Shares or other securities, in cash or otherwise, other than . 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares or other equity awards issued or options to purchase Ordinary Shares granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Ordinary Shares or other equity awards issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares of Common Stock offered and sold or other equity instruments issued pursuant to a dividend reinvestment and stock purchase plan filed with, any plans or programs described in a prospectus supplement (C) or prospectus filed with, the Commission(D) above, (F) any shares share capital of Common Stock which may be issued the Company or securities convertible into or exercisable or exchangeable for such share capital as payment of any part of the purchase price for the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to acquire other businesses or an employee benefit plan assumed by the Company in connection with such acquisition (“Acquisition Securities”); provided, that, (i) in the Company’s entering into joint ventures or similar arrangementsaggregate, or any limited partnership interests which may be issued by any subsidiary such Acquisition Securities shall not exceed 10% of the outstanding share capital of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to immediately following the stockholders or other owners sale of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as Securities contemplated by this Agreement and (ii) the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes Acquisition Securities shall execute and delivers deliver to the Representatives an agreement substantially in the form of Exhibit D hereto, or (G) the filing of any registration statement with the Commission on Form S-4 (or any successor form) solely with respect to Acquisition Securities, provided that no sales of Securities occur during the effect set forth in this paragraphlock-up period, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons except pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSection 3(i).

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company and the Operating Partnership will not, without the prior written consent of the RepresentativesPlacement Agents, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including without limitation OP Units, or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementGeneral Disclosure Package and the Prospectus, (C) any shares of Common Stock, OP Units, dividend equivalent rights or other equity based awards issued, or options to purchase Common Stock granted, pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus) or (D) any shares of Common Stock or OP Units issued pursuant to any non-employee director stock plan existing on in connection with acquisitions of real property; provided, however, that the date hereof and referred to in the Registration Statement, (E) any recipients of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be OP Units issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures such an acquisition shall be required to agree in writing not to sell, offer, dispose of or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of otherwise transfer any such shares of Common Stock or OP Units during the remainder of the Lock-Up Period without the prior written consent of the Placement Agents (but not any such limited partnership interestswhich consent may be withheld at the sole discretion of the Placement Agents). If the Placement Agents, each recipient of any such shares executes and delivers in their sole discretion, agree to release or waive the Representatives an agreement substantially to the effect restrictions set forth in this paragraph, which a lock-up agreement shall be described in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xSection 7(l) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary hereof for an officer or director of the Company that is and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a limited partnership upon press release through a major news service at least two business days before the exchange effective date of limited partnership interests in such limited partnership that are outstanding on the date hereof release or that are issued after the date hereof pursuant to clause (F) abovewaiver.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, and will not publicly disclose an intention to, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable convertible for Common Stock Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing; provided, however, that the foregoing restrictions shall not prohibit the Company from filing a shelf registration statement or a prospectus or any amendment or supplement thereto under the Securities Act relating to an “at the market” offering of its Common Shares after the Closing Date so long as no offers or sales are made by the Company pursuant thereto during the Lock-Up Period, 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 any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, agreement 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, other than . 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 (x) the exercise of an option or warrant or (y) the conversion of a security, in either case outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to (by incorporation by reference or otherwise) in the Registration StatementDisclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan, direct stock purchase plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration StatementDisclosure Package and the Prospectus, (E) any shares limited partner interests in LCIF (“OP Units”) that are issued in exchange for real property or interests therein in the ordinary course of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withbusiness, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares Common Shares issuable upon conversion of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveOP Units.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued, or options or warrants to purchase ADSs (or to subscribe for 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 ADSs or Ordinary Shares issued pursuant to any non-employee director stock equity plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, successor form thereto; or described in a prospectus supplement or prospectus filed with, the Commission, (F) ADSs, Ordinary Shares, or any shares of Common Stock which may be securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued by the Company to acquire other businesses or in connection with a transaction with an third party that includes a bona fide commercial relationship with the Company (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering or intellectual property license agreement with the Company’s entering into joint ventures ); provided, however, that the aggregate number of Ordinary Shares issued or similar arrangementsissuable pursuant to ADSs, Ordinary Shares, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership options or warrants to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties purchase ADSs (or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xsubscribe for Ordinary Shares) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) during the restricted period specified in this Section shall not include exceed 10% of the exceptions set forth in clauses (A) through (G) total number of Ordinary Shares issued and outstanding immediately following the issuance and sale of the Securities pursuant to this paragraphAgreement, and (G) any shares of Common Stock issued by provided, further that the Company in accordance with the terms shall cause each recipient of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof ADSs, Ordinary Shares or that are securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued after the date hereof pursuant to this clause (F) aboveduring the 90-day restricted period described above to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that, in the case of clauses (EC) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission(D), (F1) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares or the grant of Common Stock (but not any such limited partnership interests)options, the Company shall cause each recipient of any such shares executes grant or issuance to execute and delivers deliver to the Representatives an agreement Representatives, on or prior to such issuance, a lock-up agreement, substantially in the form of Exhibit A hereto and (2) no public announcement or filing under the 1934 Act is required of or voluntarily made by the Company, (E) the filing of a registration statement on Form S-8 with respect to the effect set forth employee benefit plans, non-employee director stock plans or dividend reinvestment plans referred to in this paragraphthe Registration Statement, which agreement shall be in form the General Disclosure Package and substance satisfactory to the Representatives and which agreement shall be applicable through and including Prospectus, or (F) the 30th day after the date issuance of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or other securities convertible into or exercisable for shares of Common Stock in connection with transactions that include a commercial relationship (including without limitation, joint ventures, marketing or distribution arrangement, collaboration agreements or license agreements), or any acquisition by the Company of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided, that, in the case of this clause (F) and (y) ), the aggregate number of shares issued shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) total number of this paragraph, outstanding shares immediately following the issuance and (G) any shares sale of Common Stock issued by the Initial Securities pursuant hereto and provided further that the Company shall cause each recipient of such shares to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement, substantially in accordance with the terms form of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including, without limitation, OP Units, or file any registration statement under the 1933 Act with respect to any of the foregoingforegoing (other than any registration on Form S-8, on Form S-4 in connection with the acquisitions of real property or real property companies, on Form S-3 in connection with the Company’s dividend reinvestment or stock purchase plan, or on Form S-3 in connection with a filing required pursuant to the Operating Partnership Agreement with respect to Common Stock that may be issued upon exchange of OP Units outstanding on the date hereof), 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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, redemption or exchange of a security outstanding on the date hereof and referred to in the Registration StatementProspectus, including OP Units, (C) any shares of Common Stock Stock, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including LTIP Units in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment or stock purchase plan existing on the date hereof and referred to in the Registration Statementhereof, (E) any shares OP Units issued upon conversion of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionLTIP Units, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering securities convertible into joint ventures or similar arrangements, exchangeable or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such exercisable for shares of Common Stock (but not any such limited partnership interests), each recipient in connection with acquisitions of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and real property or real property companies or (G) any shares of Common Stock issued sold by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant Company’s transfer agent to clause (F) aboveeliminate fractional shares.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 foregoingforegoing (other than a registration statement required to be filed by the Company pursuant to that certain Registration Rights Agreement, dated as of October 1, 2012, by and between the Company and ARS VI Investor I, LLC) 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 share appreciation right outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing issuable 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 by the Company upon the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any shares of Common Stock issued, or options to purchase Common Stock granted or other awards issued or issuable in or relating to Common Stock, pursuant to any existing employee incentive award plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) any shares of Common Stock issued pursuant to any non-employee director stock plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; or (F) any shares of Common Stock issued pursuant to the Company’s dividend reinvestment and share purchase plan existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided that such issuances shall not exceed 1,000,000 shares in the aggregate during the 30-day restricted period. Notwithstanding the foregoing, if (E1) any shares during the last 17 days of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by 30-day restricted period the Company issues an earnings release or material news or a material event relating to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares occurs or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, (2) prior to the issuance expiration of any such shares the 30-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of Common Stock (but not any such limited partnership interests)the 30-day restricted period, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms issuance of the limited partnership agreement of any subsidiary earnings release or the occurrence of the Company that is a limited partnership upon material news or material event, unless the exchange of limited partnership interests Representatives waives, in writing, such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveextension.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). 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 or other equity awards covering Common Stock granted, in either case, pursuant to existing employee benefit plans of the Company existing on the date hereof 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 compensation plan existing on the date hereof and or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described securities convertible into or exercisable or exchangeable for Common Stock in a prospectus supplement or prospectus filed with, the Commissionconnection with any (1) mergers, (F2) any acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances or relationships; provided, that the aggregate number of shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering securities convertible into joint ventures or similar arrangements, exercisable for Common Stock (on an as-converted or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (y) shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this paragraphAgreement; and provided further, and (G) any that each recipient of shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof securities convertible into or exercisable for Common Stock pursuant to this clause (FE) aboveshall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will notneither Transaction Entity will, without the prior written consent of the Representatives, Representatives (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or lend or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including, without limitation, OP Units) or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or publicly announce the intention to do 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 any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, other agreement 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, other than . The foregoing sentence shall not apply to (A) the Securities or the Company Top-Up Underwritten Shares to be sold by the Company 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, in each case outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in 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 trustee share plan existing on the date hereof and or distribution reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares of registration statement on Form S-8 to register Common Stock offered and sold Shares pursuant to a dividend reinvestment and stock purchase plan filed with, or described any equity incentive plans referred to in a prospectus supplement or prospectus filed withthe Registration Statement, the CommissionGeneral Disclosure Package and the Prospectus, (F) any shares of enter into the Forward Sale Agreement and issue and deliver Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly Shares pursuant to the stockholders Forward Sale Agreement or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares Common Shares or OP Units, in the aggregate not to exceed 5% of the Common Shares and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Stock Shares or OP Units issued by in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such Common Shares or OP Units during the remainder of the Lock-Up Period without the prior written consent of the Representatives. Notwithstanding the foregoing, the Company in accordance with may establish or amend a trading plan pursuant to Rule 10b5-1 under the terms 1934 Act for the transfer of Common Shares, provided that (i) such plan does not provide for the limited partnership agreement transfer of any subsidiary Common Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the 1934 Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that is a limited partnership upon no transfer of Common Shares may be made under such plan during the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveLock-Up Period.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 compensation plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 including any amendments, with respect to the registration of any shares of Common Stock offered and sold pursuant to a dividend reinvestment and or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company under stock purchase plan filed with, or described plans disclosed in a prospectus supplement or prospectus filed withthe Registration Statement, the CommissionGeneral Disclosure Package and the Prospectus, (FI) any the issuance of up to 7.5% of the aggregate outstanding shares of Common Stock as of the date hereof to (i) owners of businesses which may be issued by the Company to may acquire other in the future, whether by merger, acquisition of assets or capital stock, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions or (ii) joint venture partners or other commercial or strategic partners in connection with the Company’s entering into formation of any joint ventures venture or similar arrangements, other commercial or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesstrategic relationship, in each case so long as those case, provided that (x) any such issuance is not required to be registered on any registration statement under the 1933 Act in contemplation thereof and (y) any recipient of such shares of Common Stock shall execute a lock-up agreement substantially in the form of Exhibit C hereto, or limited partnership interests(J) the entering into an agreement to issue (but, as applicablefor the avoidance of doubt, are issued directly not the issuance of) shares of Common Stock to the stockholders or other owners of those businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock, in each case, the consummation of which is subject to the approval of the Company’s stockholders pursuant to applicable law (any such transaction, a “Specified Transaction”), as consideration for the acquisition of such businesses or properties or to the other equity owners management employees of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any businesses in connection with such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSpecified Transactions.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company such Selling Stockholder will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Shares or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the Representatives, in each case other than the Shares to be sold by such Selling Stockholder hereunder. 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 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the pledge of shares of Common Stock, or (F) the sale and transfer at any time of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase written plan filed withmeeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, or described in a prospectus supplement or prospectus filed withas amended, relating to the Commission, (F) any shares sale of Common Stock which may of the Company; provided that it shall be issued by a condition to the establishment of any such plan that no sales of Common Stock shall be made pursuant to such plan prior to the expiration of the restricted period described in this Section 6(a). Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to acquire other businesses the Company occurs; or in connection with (2) prior to the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary expiration of the 90-day restricted period, the Company announces that is a limited partnership to acquire propertiesit will release earnings results during the 16-day period beginning on the last day of the 90-day period, in each case so long as those shares the restrictions imposed by this Section 6(a) until the expiration of the 18-day period beginning on the issuance of the earnings release or limited partnership intereststhe occurrence of the material news or material event, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 75 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxxxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or Warrant Shares in connection with the Company’s entering exercise of the Warrants (F) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, (G) the sale or issuance of or entry into an agreement to sell or issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or similar arrangements(4) strategic alliances or relationships; provided, that the aggregate number of Common Stock or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares securities convertible into or limited partnership interests, as applicable, are issued directly to the stockholders exercisable for Common Stock (on an as-converted or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (yG) shall not include exceed 5% of the exceptions set forth in clauses (A) through total number of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (G) shall execute a lock-up agreement substantially in the form of this paragraphExhibit A hereto, and or (GH) any the issuance by the Company of shares of Common Stock issued by in connection with sales under an “at-the-market” equity program pursuant to the Equity Distribution Agreement (the “Sale Agreement”), between the Company in accordance with and Xxxxxxxxxxx, dated August 13, 2024; provided, no sales shall be made under the terms Sale Agreement until the thirtieth (30th) day following the date of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Xxxxxxx, Xxxxx & Co., (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company (x) 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 (y) upon the exercise of any warrant under any Warrant Confirmation or upon the termination thereof or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) issuances of Common Stock, options, warrants or other convertible or exchangeable securities relating to Stock, in connection with any merger, acquisition, business combination or other strategic or commercial relationship, to a third party or group of third parties, in an amount not to exceed 5% of the Company’s fully-diluted shares of Stock outstanding immediately after giving effect to the offering of the Firm Shares contemplated hereby, as consideration in connection with acquisitions by the Company or any of its subsidiaries other than issuances pursuant to clause (E) below or (E) issuances of Common Stock, options, warrants or other convertible or exchangeable securities relating to Common Stock issued pursuant to any non-employee director stock plan in connection with Purchase Agreements or other similar agreements existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsany merger, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiesacquisition, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders business combination or other owners of those businesses strategic or properties or commercial relationship in an amount not to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such exceed 3,000,000 shares of Common Stock (but not any such limited partnership interestsor options, warrants or other convertible or exchangeable securities convertible or exchangeable into 3,000,000 shares) in the aggregate; provided, however, in the case of clauses (D) and (E), each recipient such third party or group of any such shares executes and delivers third parties receiving the Common Stock, options, warrants or other convertible or exchangeable securities relating to Common Stock agree to be bound in writing by a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if, in the judgment of the Representatives, the provisions of FINRA Rule 2711(f) apply with respect to the Representatives Common Stock and (1) during the last 17 days of the 90-day restricted period the Company issues an agreement substantially earnings release or material news or a material event relating to the effect set forth Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx and Xxxxxxx, Xxxxx & Co. waive, in writing, such extension. Nothing in this Agreement, but which agreement (xSection 3(g) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by prevent the Company in accordance with the terms of the limited partnership agreement of from filing any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding registration statements on the date hereof Form S-8 relating to employee benefit plans or that are issued after the date hereof pursuant on Form S-4 relating to clause (F) abovecorporate reorganizations or other transactions under Rule 145.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 (or any post-effective amendment thereto) with respect to any of the foregoing, foregoing by or on behalf of the Company or any holder of Common Stock or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 Stock, restricted stock units or other equity awards granted pursuant to existing employee benefit and stock purchase plans of the Company existing on the date hereof 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 existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) the filing of any shares of registration statement on Form S-8 with respect to Common Stock offered and sold pursuant to a dividend reinvestment and issued or issuable under any employee benefit plan, stock purchase plan filed withor non-employee director stock plan referred to in the Registration Statement. Notwithstanding the foregoing, or described in a prospectus supplement or prospectus filed with, if (1) during the Commission, (F) any shares last 17 days of Common Stock which may be issued by the 90-day restricted period the Company issues an earnings release or material news or a material event relating to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares occurs or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, (2) prior to the issuance expiration of any such shares the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of Common Stock (but not any such limited partnership interests)the 90-day restricted period, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms issuance of the limited partnership agreement of any subsidiary earnings release or the occurrence of the Company that is a limited partnership upon the exchange of limited partnership interests material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveextension.

Restriction on Sale of Securities. During the a period beginning on of 30 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell or grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 foregoingStock, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, (iii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than a registration statement required to be filed pursuant to that certain Registration Rights Agreement, dated as of October 1, 2012, by and between the Company and ARS VI Investor I, LLC (“ARS”)), or (iv) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to: (A) the Securities to be sold hereunder, ; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or share appreciation right outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing issuable 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 by the Company upon the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any shares of Common Stock issued, or options to purchase Common Stock granted or other awards issued or issuable in or relating to Common Stock, pursuant to any existing employee incentive award plans or any non-employee director stock plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the issuance to ARS of warrants and share appreciation rights pursuant to the Securities Purchase Agreement, dated as of October 1, 2012, by and between the Company and ARS and any shares of Common Stock issued pursuant to the exercise of such warrants and share appreciation rights; and (F) up to 1,000,000 shares of Common Stock issued pursuant to the Company’s dividend reinvestment and share purchase plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered the General Disclosure Package and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the entry into agreements providing for the issuance by the Company of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement any security convertible into or prospectus filed with, the Commission, (F) any exercisable for shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (G) the entry into agreements providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that is a limited partnership in the case of clauses (F) and (G), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to acquire propertiessell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement, and provided further that, in the case of clauses (B) through (G), the Company shall cause each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures securities to execute and deliver, on or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)securities, each recipient of any such shares executes and delivers a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(j) hereof to the Representatives an agreement substantially to extent and for the duration that such terms remain in effect set forth in this paragraphat the time of the transfer, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company shall authorize its transfer agent to decline to make any transfer of such shares in accordance with the terms violation of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovelock-up agreements.

Restriction on Sale of Securities. During The Selling Shareholder agrees that, during the period of 45 days beginning on on, and including, the date of this Agreement through and including (the 30th day after the date of this Agreement“Restricted Period”), the Company Selling Shareholder will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 of the Securities Act) by the Selling Shareholder, or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”), or file exercise any right with respect to the registration of any Lock-Up Securities, or cause to be filed 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 transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common StockLock-Up Securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase, grant, loan, transfer or disposition, or to exercise any such right or enter into any such swap or other than agreement or transaction. The restrictions in clauses (i) and (ii) of the foregoing sentence shall not apply to (A) the Securities to be sold hereunderby the Selling Shareholder pursuant to this Agreement, (B) transfers as a bona fide gift or gifts, (C) transfers to any trust for the direct or indirect benefit of the Selling Shareholder or the immediate family of the Selling Shareholder (as defined below), (D) transfers as a distribution to limited partners or equityholders of the Selling Shareholder, (E) transfers to the Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by the Selling Shareholder, (F) transactions by the Selling Shareholder relating to shares of Common Stock issued by or other securities acquired in open market transactions after the Company upon completion of the exercise offering of an option outstanding on the date hereof referred to in the Registration StatementSecurities under this Agreement, (CG) any transfers pursuant to an order of a court or governmental agency (including a qualified domestic order) or (H) transfers of shares of Common Stock issued or options such other securities by will or intestacy to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to Selling Shareholder’s legal representative, heir or legatee; provided, in the Registration Statementcase of clauses (B), (C), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement), or (E), that (1) any shares the Underwriters receive a signed lock-up agreement for the balance of Common Stock offered the Restricted Period substantially to the effect of the provisions set forth in this Section 3(c) and sold pursuant otherwise in a form reasonably acceptable to a dividend reinvestment and stock purchase plan filed withthe Underwriters from each donee, trustee, distributee, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementstransferee, as the case may be, and(2) any such transfer shall not involve a disposition for value, prior (3) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (4) the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; provided, further, in the case of clause (F), that any such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act and the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; and provided, still further, in the case of clauses (G) and (H), that (1) the Selling Shareholder shall use its reasonable best efforts to cause the transferee to sign and deliver to the issuance Underwriters a lock-up agreement for the balance of the Restricted Period substantially to the effect of the provisions set forth in this Section 3(c) and otherwise in a form reasonably acceptable to the Underwriters, (2) any filing under Section 16 of the Exchange Act that is required to be made during the Restricted Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law, and (3) the Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfer. For purposes of this Section 3(c), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The Selling Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of its shares of Common Stock (but not or any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth other Lock-Up Securities except in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance compliance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveforegoing restrictions.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesEvercore and Cantor, directly or indirectly, (i) offer, pledge, sell, contract to sellsell (including any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares, including depository receipts of the Company (collectively, the “Lock-Up Securities”) 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement 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, other than or (Aiii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. The foregoing sentence shall not apply to (a) the Securities to be sold hereunder, (Bb) any shares the grant of Common Stock issued by options or other equity-based awards pursuant to the Company upon the exercise terms of an option outstanding on the date hereof referred to a plan disclosed in the Registration Statement, or the issuance of any Ordinary Shares upon the exercise of such options or other equity-based awards, provided that the recipient of such options or other equity-based awards (Cto the extent that such options or other equity-based awards shall vest within the period ending 60 days after the date of the Prospectus) any shares or such Ordinary Shares shall execute and deliver a lock up agreement substantially in the form of Common Stock issued Exhibit A hereto prior to receiving such options, equity-based awards or options Ordinary Shares unless such recipient has previously executed such agreement, (c) the filing by the Company of a registration statement on Form S-8 or a successor form thereto solely with respect to purchase Common Stock granted pursuant to employee the Company’s benefit plans of the Company existing on the date hereof and referred to disclosed in the Registration Statement, (D) any shares the General Disclosure Package and the Prospectus, a “universal shelf” registration on Form F-3 or a successor form thereto in replacement of Common Stock issued the Registration Statement pursuant to any non-employee director stock plan existing on which the date hereof and referred to in the Registration StatementSecurities herein are being sold, (Ed) any shares the establishment of Common Stock offered and sold a trading plan pursuant to a dividend reinvestment Rule 10b5-1 under the 1934 Act, for the repurchase of Ordinary Shares, provided that such plan does not provide for the repurchase of Ordinary Shares during the 60-day restricted period and stock purchase no public announcement or filing under the 1934 Act regarding the establishment of such plan filed withshall be required of or voluntarily made by or on behalf of the Company or any other person, (e) the issuance of preferred shares pursuant to the exercise of the protective call option that was granted to Stichting Continuity ProQR Therapeutics on September 23, 2014 in accordance with its terms, (f) offer, issue and sell Ordinary Shares, or described in a prospectus supplement any securities convertible into or prospectus filed withexercisable or exchangeable for Ordinary Shares, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or on an arm’s-length basis in connection with any joint venture, collaboration, partnership or other strategic alliance, provided, that (x) the Company’s entering into joint ventures aggregate number of Ordinary Shares issued or similar arrangements, or any limited partnership interests which may be issued by any subsidiary issuable in accordance with this clause (f) of this paragraph does not exceed 15% of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners number of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to Ordinary Shares outstanding immediately after the issuance and sale of any such shares of Common Stock the Securities pursuant hereto and (but not any such limited partnership interests), y) each recipient of any such shares executes and delivers Ordinary Shares or other securities agrees to restrictions on the Representatives an agreement substantially to resale of securities that are consistent with the effect provisions set forth in this paragraphthe Lock-Up Agreement (as defined in Section 5(m)) for the remainder of the 60-day restricted period, which agreement (g) the issuance by the Company of Ordinary Shares in connection with sales under an “at-the-market” equity offering program pursuant to an Controlled Equity OfferingSM Sales Agreement (the “Sale Agreement”) between the Company and Cantor dated as of November 4, 2021, provided no sales shall be made under the Sale Agreement until the earlier of (x) the exercise in form and substance satisfactory full by the Underwriters of their option to purchase the Representatives and which agreement shall be applicable through and including Option Securities or (y) the 30th thirtieth day after following the date of this Agreementthe Prospectus, but which agreement or (xh) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) issuance and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued sale by the Company in accordance a private placement concurrently with the terms Offering of the limited partnership agreement of any subsidiary of Securities contemplated hereby to Exx Lxxxx and Company at the Company that is a limited partnership upon same price as the exchange of limited partnership interests in such limited partnership that are outstanding on public offering price as the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSecurities.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, and will not publicly disclose an intention to, without the prior written consent of the RepresentativesBofA and SVB Leerink, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or publicly file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Ordinary Shares or other securities, in cash or otherwise, other than . 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued, options to purchase Ordinary Shares, restricted share units or restricted shares granted or settled pursuant to equity incentive plans of the Company in effect or entering into effect and 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be Ordinary Shares issued by the Company pursuant to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsthat certain Share Purchase Agreement by and among Therachon Holding AG, Therachon AG and GlyPharma Therapeutic Inc, dated as of September 28, 2018, as amended, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth filing by the Company of a registration statement with the Commission on Form S-8 in clauses (A) through (G) respect of this paragraph, and (G) any shares of Common Stock other security instruments issued pursuant to any plans or programs described in (C) or (D) above; provided in the case of (E) above, the transferee to such issuance has agreed in writing to be bound by the Company same terms described in accordance with the lock-up agreement described in Section 7(l) hereof to the extent and for the duration that such terms remain in effect at the time of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovetransfer.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through the U.S. Prospectus and including the 30th day after the date of this AgreementCanadian Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (x) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Subordinate Voting Shares or any securities convertible into or exercisable or exchangeable for Common Stock Subordinate Voting Shares or file any registration statement under the 1933 Act Act, other than a registration statement on Form S-8 (or an equivalent registration form then in effect), 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Subordinate Voting Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Subordinate Voting Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Subordinate Voting Shares issued or options to purchase Subordinate Voting Shares granted pursuant to existing employee plans of the Company referred to in the U.S. Prospectus and the Canadian Prospectus, provided that none of those options shall vest or shares be transferred during the 180 day period referred to in the previous sentence and the Company shall enter stop transfer instructions with its registrar and transfer agent against the transfer of Common Stock such shares, (C) any Subordinate Voting Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementU.S. Prospectus and the Canadian Prospectus, (D) a total of not more than 1,000,000 Subordinate Voting Shares issued by the Company in connection with any shares strategic acquisition, merger or similar transaction, provided that any such Subordinate Voting Shares issued under this clause (D) shall thereafter be subject to the restrictions set forth in the previous sentence, (E) any securities issuable upon the conversion of Common Stock issued pursuant to any non-employee director stock plan existing a security outstanding on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered U.S. Prospectus and sold pursuant to a dividend reinvestment the Canadian Prospectus; and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or securities issuable in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of capital reorganization referred to in the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to U.S. Prospectus and the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveCanadian Prospectus.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (X) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunderunder this Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statementor dividend reinvestment plan, (E) 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 offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionStock, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company pursuant to the existing Stock Purchase and Dividend Reinvestment Plan, (G) any Units issued by the Partnership in accordance connection with the terms of the limited partnership agreement any purchase of any subsidiary hotel or other asset, or (H) any shares of the Company that is a limited partnership upon the exchange Common Stock or preferred stock issued in connection with any purchase of limited partnership interests in such limited partnership that are outstanding on the date hereof any hotel or that are issued after the date hereof pursuant to clause (F) aboveother assets, including any merger or other business combinations.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-up Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose ofof any ADSs, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs, Ordinary Shares or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common StockADSs, Ordinary Shares or other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued or options to purchase ADSs or Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, ADSs or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be Ordinary Shares issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsa bona fide merger, or any limited partnership interests which may be issued by any subsidiary consolidation, acquisition of the Company that is a limited partnership to acquire propertiessecurities, in each case so long as those shares or limited partnership interestsbusinesses, as applicable, are issued directly to the stockholders property or other owners assets, joint venture, collaboration, licensing or strategic alliances or other similar transactions, provided that (i) the aggregate number of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock Securities issued to such persons pursuant to this clause (FE) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Underwriting Agreement, and (ii) such Securities (w) are not issued primarily for the purposes of raising capital, (x) are issued as “restricted securities” (as defined in Rule 144 under the 1933 Act), (y) shall not include carry no registration rights that require or permit the exceptions set forth filing of any registration statement in clauses (A) through (G) of this paragraph, connection therewith during the Lock-Up Period and (Gz) any shares are covered by a Lock-Up Agreement in the form of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives Representative an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives Representative and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 exercise, settlement or vesting of an option any warrant, right, option, restricted stock unit or other equity award, or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing 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 any options to purchase Common Stock, restricted stock units or other equity awards granted, in each case pursuant to existing equity compensation plans or arrangements 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 existing defined-contribution savings plans under Section 401(k) of the Internal Revenue Code (including any shares issued as Company matching contributions) referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, (E) any shares of Common Stock offered the General Disclosure Package and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionProspectus, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses one or more counterparties in connection with the Company’s entering into consummation of any strategic partnership, joint ventures venture, collaboration or similar arrangementsother strategic transaction, or the acquisition or license of any limited partnership interests which may be issued by any subsidiary business products or technology, provided that the aggregate number of shares that the Company that is a limited partnership may sell or issue or agree to acquire properties, in each case so long as those shares sell or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons issue pursuant to this clause (F) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, or (yG) the filing of any registration statement on Form S-8 (including any post-amendments to any such registration statement) in respect of any equity compensation plans or arrangements maintained by the Company. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives, in writing, such extension; provided, however, that such extension will not include apply if, within three business days prior to the exceptions set forth in clauses 15th calendar day before the last day of the 60-day restricted period, (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with delivers a certificate to the terms of the limited partnership agreement of any subsidiary Representative, signed by its Chief Financial Officer or Chief Executive Officer, certifying on behalf of the Company that is a limited partnership upon (i) the exchange Common Stock qualifies as “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of limited partnership interests paragraph (a)(1) of Rule 139 under the 1933 Act in such limited partnership that the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are outstanding on not applicable to any research reports relating to the date hereof Company published or that are issued distributed by any of the Underwriters during the 15 days before or after the date hereof last day of the 60-day restricted period (before giving effect to such extension), and (B) the Representative concurs, in its reasonable judgment, with such certification. In addition, notwithstanding anything to the contrary contained in this Section 3(i), the Company shall be permitted to keep in effect the At-the-Market Issuance Sales Agreement, dated October 8, 2012, by and between the Company and MLV & Co. LLC (the “MLV Agreement”) and the prospectus supplement to the base prospectus included in the Registration Statement related thereto, provided that pursuant to clause the terms of this Section 3(i), no sales of Common Stock under the MLV Agreement shall be made during the 60-day restricted period (F) as may be extended as set forth above).

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementGeneral Disclosure Package and the Prospectus, (C) any shares of Common Stock or restricted stock issued or restricted stock units or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementGeneral Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration StatementGeneral Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan of the Company referred to in the General Disclosure Package and the Prospectus, (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock offered and sold or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property or other assets or (iii) pursuant to an employee benefit plan assumed by the Company in connection with a dividend reinvestment and stock purchase plan filed withmerger or acquisition; provided, or described in a prospectus supplement or prospectus filed with, that the Commission, (F) any aggregate number of shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering securities convertible into joint ventures or similar arrangements, exercisable for Common Stock (on an as-converted or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (y) shall not include exceed 10% of the exceptions set forth in clauses (A) through (G) total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this paragraphAgreement; and provided further, and (G) any that each recipient of shares of Common Stock issued by or securities convertible into or exercisable for Common Stock pursuant to this clause (F) shall execute a lock-up agreement substantially in the Company in accordance form of Exhibit D hereto or (G) with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant respect to clause (F), the filing of a registration statement with the Commission on Form S-4. Notwithstanding the foregoing, if (1) aboveduring 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 issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such extension.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwiseotherwise without the prior written consent of the Representatives; provided that confidential or non-public submissions to the Commission of any registration statements under the 1933 Act may be made if (w) no public announcement of such confidential or non-public submission shall be made, other than (x) if any demand was made for, or any right exercised with respect to, such registration of shares of Stock or securities convertible, exercisable or exchangeable into Stock, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least three business days prior to such confidential or non-public submission to the Representatives and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 60-day restricted period. 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any shares of Common Stock issued and options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit, equity incentive or employee stock purchase plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the filing of any registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any plan referred to in clause (B) of this Section 3(h), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock offered during the 60-day restricted period and sold pursuant to a dividend reinvestment the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 60-day restricted period and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any the issuance of up to 5% of the outstanding shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsacquisition of the assets of, or any limited partnership interests which may be issued by any subsidiary a majority or controlling portion of the Company that is equity of, or a limited partnership to acquire properties, joint venture with another entity in each case so long as those shares connection with the acquisition by the Blue Bird Parties or limited partnership interests, as applicable, are issued directly to the stockholders or other owners any of those businesses or properties or to the other equity owners its subsidiaries of such joint ventures or similar arrangements, as entity; provided in the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions transferee of such shares agrees to be bound in writing to the restrictions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveSection 3(h).

Restriction on Sale of Securities. During the period beginning on the date At any time that sales of Shares under this Agreement through and including have been made but not yet settled, or at any time that the 30th day after the date of Company has any outstanding instructions to sell Shares under this Agreement, but such instructions have not been fulfilled or canceled, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not (i) offer, pledgesell, sellissue, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, pledge or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Common StockStock (“Lock-Up Securities”), whether any such swap, agreement or transaction described in clause (i) or (ii) above is offer, sell, issue, contract to be settled by delivery of Common Stocksell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other securitiesagreement that transfers, in cash whole or otherwisein part, other than (A) the Securities to be sold hereundereconomic consequences of ownership of Lock-Up Securities, (Biv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued by the Company upon applicable Manager, in each case without giving such Manager at least three business days’ prior written notice specifying the exercise nature of an option outstanding on the proposed sale and the date hereof referred to in the Registration Statementof such proposed sale; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statementhowever, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may that such restriction will not be issued by the Company to acquire other businesses or required in connection with the Company’s entering into joint ventures issuance or similar arrangements, sale of (A) any securities issued or any limited partnership interests which may to be issued by any subsidiary pursuant to the Company’s equity incentive or award plans, including securities of the Company that is a limited partnership issued upon the exercise or vesting thereof; (B) the Shares to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock be sold hereunder; (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (GC) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary securities of the Company that is a limited partnership issued pursuant to, or upon the exchange exercise, conversion, redemption or settlement of, any securities of limited partnership interests in such limited partnership the Company or its Subsidiaries that are outstanding on at the date hereof time such order is delivered; or that are (D) any securities of the Company issued after the date hereof pursuant or to clause be issued to TOTAL Delaware, Inc. (F) above“TOTAL”), a Delaware corporation and subsidiary of TOTAL S.A., in connection with preemptive rights held by TOTAL.

Restriction on Sale of Securities. During the period beginning on the date At any time that sales of Shares under this Agreement through and including have been made but not yet settled, or at any time that the 30th day after the date of Company has any outstanding instructions to sell Shares under this Agreement, but such instructions have not been fulfilled or canceled, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not (i) offer, pledgesell, sellissue, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, pledge or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Common StockStock (“Lock-Up Securities”), whether any such swap, agreement or transaction described in clause (i) or (ii) above is offer, sell, issue, contract to be settled by delivery of Common Stocksell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other securitiesagreement that transfers, in cash whole or otherwisein part, other than (A) the Securities to be sold hereundereconomic consequences of ownership of Lock-Up Securities, (Biv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued by the Company upon applicable Manager, in each case without giving such Manager at least three business days’ prior written notice specifying the exercise nature of an option outstanding on the proposed sale and the date hereof referred to in the Registration Statementof such proposed sale; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statementhowever, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may that such restriction will not be issued by the Company to acquire other businesses or required in connection with the Company’s entering into joint ventures issuance or similar arrangements, sale of (A) any securities issued or any limited partnership interests which may to be issued by any subsidiary pursuant to the Company’s equity incentive or award plans, including securities of the Company that is a limited partnership issued upon the exercise or vesting thereof; (B) the Shares to acquire properties, in each case so long as those shares be sold hereunder; or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (GC) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary securities of the Company that is a limited partnership issued pursuant to, or upon the exchange exercise, conversion, redemption or settlement of, any securities of limited partnership interests in such limited partnership the Company or its Subsidiaries that are outstanding on at the date hereof or that are issued after the date hereof pursuant to clause (F) abovetime such order is delivered.

Restriction on Sale of Securities. During the a period beginning on of 120 days from the date of this Agreement through and including the 30th day after the date of this Agreementhereof, the Company will not, and will cause its directors, and all officers with the title of Vice President and above, to enter into letter agreements in form and substance satisfactory to the Underwriter and its counsel committing that they will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) 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 outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to under the current employee benefit plans of the Company existing described in the Registration Statement or Prospectus or any employee benefit plans of the Company in existence on the date hereof and referred to hereof, (C) the issuance by the Company of shares of Common Stock in exchange for or upon conversion or exercise of outstanding securities of the Company that are described in the Registration StatementStatement or the Prospectus in accordance with their terms, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any or securities convertible or exercisable into shares of Common Stock offered and sold pursuant may be transferred as bona fide gifts by a stockholder to a dividend reinvestment and stock purchase plan filed withsuch stockholder's spouse, children, siblings, parent or other descendants, or described in trusts controlled by such stockholder who agree prior to such transfer to be bound by a prospectus supplement or prospectus filed withsimilar lock-up agreement, the Commission, and (FE) any a stockholder that exchanges shares of Common Stock which may be issued owned by the stockholder to exercise Company to acquire other businesses or stock options issued in connection with the Company’s entering into joint ventures employment or similar arrangements, Company employee or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovedirector incentive plans.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and 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 existing on the date hereof and referred to in the Registration Statementor dividend reinvestment plan, (E) any including shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, registered on any registration statement on Form S-8 under the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection 1933 Act with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly respect to the stockholders foregoing or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (GE) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in accordance 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 the terms such acquisitions; provided that no more than an aggregate of 5% of the limited partnership agreement number of any subsidiary shares of Common Stock outstanding as of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that Closing Time are issued after as consideration in connection with all such acquisitions; provided further, that the date hereof pursuant to clause (F) aboveUnderwriter receives a signed lock up agreement in substantially the form of Exhibit A hereto for the balance of the 45-day restricted period from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this AgreementLock-Up Period, the Company will not, without the prior written consent of the Representatives, directly or indirectly, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoingUnderwriters pursuant to this Agreement), or 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common other Capital Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of Common Stock, Stock or other securities, in cash or otherwise, other than or publicly announce any intention to do any of the foregoing. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (A1) the issue Securities to be sold hereunderthe Underwriters pursuant to this Agreement, (2) issue shares, (B) any shares and options to purchase shares, of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted and restricted stock units pursuant to employee benefit equity incentive plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any or non-employee director stock plan existing on the date hereof and referred to plans described in the Registration StatementGeneral Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, plans are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the in effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after on the date of this Agreement, but which agreement and effect any registration related thereto, and (x3) shall apply only to the issue shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange exercise of limited partnership interests in such limited partnership that are stock options outstanding on the date hereof of this Agreement or that are issued after the date hereof pursuant of this Agreement under equity incentive plans referred to in clause (F2) above, as those plans are in effect on the date of this Agreement.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company and the Selling Shareholders will not, without the prior written consent of each of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, foregoing (other than on Form S-8 under the 1933 Act as described below) 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, or dividend reinvestment plan or (E) any shares of Common Stock offered and sold pursuant or securities convertible, exercisable or exchangeable therefor under an existing employee benefits plan as an inducement for employees to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by join the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company provided that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures or similar arrangements, as securities agrees in writing to be bound by the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect restrictions set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to paragraph for the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall E). The Company also agrees not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) to file any registration statement with respect to any shares of Common Stock issued or any securities convertible into or exercisable or exchangeable for Common Stock for a period of 180 days from the date of the Prospectus without the prior written consent of each of the Representatives, such consent not to be unreasonably withheld, except that the Company may file a registration statement on Form S-8 under the 1933 Act to register shares of Common Stock issuable by the Company in accordance with the terms of the limited partnership agreement of any subsidiary pursuant to existing equity incentive plans of the Company referred to in the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that is it will release earnings results or becomes aware that material news or a limited partnership upon material event will occur during the exchange of limited partnership interests in such limited partnership that are outstanding 16-day period beginning on the date hereof or that are issued after last day of the date hereof pursuant to 180-day restricted period, the restrictions imposed in this clause (Fj) aboveshall 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 the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares registration statement on Form S-8 or (F) the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable for Common Stock, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such shares securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of Common Stock 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 (but not any such limited partnership interests)ii) joint ventures, each recipient commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall does not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any exceed 18,377,015 shares of Common Stock issued by and prior to such issuance each recipient of any such securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Company that is a limited partnership upon 90-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof occurrence of the material news or material event, unless the Underwriters waive, in writing, such extension; the Company will provide the Underwriters and each stockholder subject to the 90-day restricted period pursuant to clause (Fthe lock-up agreements described in Section 6(j) abovehereof with prior notice of any such announcement that gives rise to an extension of the 90-day restricted period.

Restriction on Sale of Securities. During For the period beginning on specified below (the date of this Agreement through and including the 30th day after the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, directly or indirectly, without the written consent of Stifel and Canaccord: (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or that represent the right to receive shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoingStock, or (ii) enter into any swap or any other agreement or transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than or (Aiii) file with the Commission a registration statement under the 1933 Act relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to take any such action. The foregoing sentence shall not apply to (a) the Securities to be sold hereunder, (Bb) any the issuance by the Company of shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to of which the Underwriters have been advised in writing or that is described in the Registration StatementGeneral Disclosure Package and the Prospectus, (Cc) any the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock issued or options upon exercise thereof) to purchase Common Stock granted eligible participants pursuant to employee benefit or equity incentive plans of the Company existing described in the General Disclosure Package and the Prospectus; provided that, prior to the grant of any such stock options or other stock-based awards that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto, (d) the sale or issuance by the Company of, or entry into an agreement to sell or issue, shares of Common Stock (or options, warrants or convertible securities relating such shares of Common Stock) not to exceed 5% of the shares of Common Stock outstanding immediately after the closing of the Initial Securities in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions (whether by means of merger, stock purchase, asset purchase or otherwise), provided, (i) the closing price of a share of Common Stock as reported on the NASDAQ Global Market on the date immediately preceding the date of such sale, issuance or agreement shall not be less than the initial public offering price per share of the Securities and (ii) upon receipt of such securities, each recipient of such securities issued pursuant thereto shall execute, and be subject to the transfer restrictions contained in, the lock up agreement attached as Exhibit A hereto with respect to such issued securities, or (e) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8). The Lock-Up Period will commence on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day continue for 180 days after the date of this Agreement, but which agreement (x) shall apply only the Prospectus or such earlier date that Stifel and Canaccord consent to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovewriting.

Restriction on Sale of Securities. During the a period beginning on the date of this Agreement through and including the 30th day after 90 days from the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares Common Shares of Common Stock the Company or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock Shares, whether now owned or hereafter acquired (including upon exercise of options currently held) or file any registration statement under the 1933 Act (provided, however, that this restriction on filing of any registration statement shall not apply to (a) a registration statement on Form S-8 or (b) an amendment to the existing Registration Statement on Form S-3 (No. 333-110190) or a new registration statement replacing such existing registration statement substantially similar thereto to effect an increase in the amount registered, proposed maximum aggregate offering price or offering price per security or registration fees thereunder, provided, further, that this clause shall not permit the actual offering, “take down” or sale of any such Restricted Shares (as defined below) during such 90-day period) with respect to any of the foregoingforegoing (all such Common Shares, the “Restricted Shares”) 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Restricted Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Restricted Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) options to purchase Common Shares issued to, or grants of restricted Common Shares made to employees or non-employee directors pursuant to employee and non-employee director equity compensation plans of the Company in existence on the date hereof and described in the Prospectus, (C) any shares of Common Stock Shares issued by the Company upon the conversion or exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued options or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsrestricted shares, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after granted pursuant to subclause (B) of this clause (j) or upon the exercise of warrants outstanding on the date hereof, (D) issuance of preference shares in accordance with the purchase price adjustments set forth in the subscription agreement entered into in connection with the capital infusion (as described in the Prospectus), (E) the conversion of preference shares outstanding on the date hereof or granted pursuant to subclause (D) of this clause (j) and any Common Shares issued by the Company upon any such conversion, (F) aboveCommon Shares sold pursuant to the Company’s existing employee share purchase plan, or (G) Common Shares or securities convertible into Common Shares issued as consideration in any business combination or acquisition with a third party approved by the Board of Directors.

Restriction on Sale of Securities. During the a period beginning on of one year from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be Units issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures Transactions or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)Reorganization, each recipient as described in the Registration Statement, the General Disclosure Package and the Prospectus; provided that, for the avoidance of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in doubt, this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement clause (xE) shall apply only to transfers made in connection with the Transactions or the Reorganization and not to any subsequent transfer by the Company of Common Stock or Common Units received pursuant thereto or (F) shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company transferred in accordance with the terms Article VII of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveCompany’s charter.

Restriction on Sale of Securities. During the For a period beginning on the date of this Agreement through and including the 30th day 90 days after the date of this Agreementthe Prospectus, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the 1933 Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or file publicly disclose the intention to make any registration statement under the 1933 Act with respect to any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stocksuch other securities, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (A) the Securities Shares to be sold hereunderhereunder by the Company, (B) any shares of Common Stock issued by of the Company issued upon the exercise of an option outstanding on the date hereof referred options or pursuant to in the Registration Statementother awards granted under Company Stock Plans, (C) options, awards of restricted stock and restricted stock units, contracts with the Company to receive any such awards, or the issuance of shares of Common Stock issued granted to employees or options to purchase Common Stock granted directors or consultants by the Company in the ordinary course of business or pursuant to employee benefit plans any of the Company Company’s Stock Plans existing on the date hereof of this Agreement and referred to described in the Registration Statement, (D) any securities of the Company issued upon the conversion, swap or exchange of convertible notes outstanding as of the date hereof and described in the Registration Statement or (E) the shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangementsacquisition of the assets of, or any limited partnership interests which may be issued by any subsidiary a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners any of those businesses or properties or to the other equity owners its subsidiaries of such entity; provided, however, the aggregate number of shares issued pursuant to clause (E) above, considered individually and together with all such previous acquisitions or joint ventures ventures, if any, announced during the 90-day restricted period shall not exceed 5.0% of the Common Stock issued and outstanding on a fully diluted basis as of the date of such acquisition agreement or similar arrangementsjoint venture agreement, as the case may be; and provided, andfurther, prior to that in the issuance case of any clause (E), each recipient of such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes shall execute and delivers deliver a “lock-up” agreement to the Representatives an agreement Underwriters in substantially to the effect form set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit B hereto.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued, or options or warrants to purchase ADSs (or to subscribe for 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 ADSs or Ordinary Shares issued pursuant to any non-employee director stock equity plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, successor form thereto; (F) at any shares time after 45 days following the date of Common Stock which may be issued the Prospectus, the filing by the Company of a shelf registration statement on Form F-3, including for the purpose of engaging in “at the market” offerings; provided, however, that no sales of any securities registered pursuant to acquire other businesses such registration statement shall occur during the period of 60 days from the date of the Prospectus; or (G) ADSs, Ordinary Shares, or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued in connection with a transaction with an third party that includes a bona fide commercial relationship with the Company (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering or intellectual property license agreement with the Company’s entering into joint ventures ); provided, however, that the aggregate number of Ordinary Shares issued or similar arrangementsissuable pursuant to ADSs, Ordinary Shares, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership options or warrants to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties purchase ADSs (or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xsubscribe for Ordinary Shares) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FG) and (y) during the restricted period specified in this Section shall not include exceed 10% of the exceptions set forth in clauses (A) through total number of Ordinary Shares issued and outstanding immediately following the issuance and sale of the Securities pursuant to this Agreement, and provided, further that the Company shall cause each recipient of ADSs, Ordinary Shares or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued pursuant to this clause (G) during the 60-day restricted period described above to execute and deliver to the Representatives, on or prior to such issuance, a lock-up agreement substantially in the form of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this AgreementLock-Up Period, the Company will not, without the prior written consent of the Representatives, directly or indirectly, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoingUnderwriters pursuant to this Agreement), or or (iiiii) enter into any swap or any other agreement agreement, arrangement or transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap, agreement or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock, other Capital Stock, other securities, in cash or otherwise, other than or publicly announce any intention to do any of the foregoing. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives: (A1) the issue Securities to be sold hereunderthe Underwriters pursuant to this Agreement, (2) issue shares, (B) any shares and options to purchase shares, of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted and restricted stock units pursuant to employee benefit equity incentive plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any or non-employee director stock plan existing on the date hereof and referred to plans described in the Registration StatementGeneral Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, plans are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the in effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after on the date of this Agreement, but which agreement and effect any registration related thereto, (x3) shall apply only to the issue shares of Common Stock upon the exercise of stock options outstanding on the date of this Agreement or issued after the date of this Agreement under equity incentive plans referred to such persons pursuant to this in clause (F2) and (y) shall not include above, as those plans are in effect on the exceptions set forth in clauses (A) through (G) date of this paragraphAgreement, and and (G4) any issue shares of Common Stock issued by to the Company Sellers pursuant to the Acquisition Agreement, provided, however, that in accordance with the terms case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the Representatives, acting on behalf of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on Underwriters, not later than one business day prior to the date hereof or that are issued after of such issuance, a written agreement, in substantially the date hereof pursuant form of Exhibit D to clause (F) abovethis Agreement and otherwise satisfactory in form and substance to the Representatives.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesSVB Securities and Cantor, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other than transaction described in clauses (i) and (ii). 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 convertible security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any shares registration statement on Form S-8 or a successor form thereto; (F) issuances of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withor securities exercisable for, convertible into or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of exchangeable for Common Stock which may be issued by the Company to acquire other businesses or in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company’s entering into joint ventures or similar arrangements; provided that in the case of clause (F), or any limited partnership interests which may that such issuances shall not be issued by any subsidiary greater than 5% of the total outstanding shares of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to immediately following the stockholders or other owners initial closing hereunder and the recipients of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)agree to be bound by a lockup letter in the form executed by directors, each recipient of any such shares executes officers and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons certain stockholders pursuant to this clause (FSection 5(i) and (y) shall not include the exceptions set forth in clauses (A) through hereof; or (G) the issuance of this paragraphoptions, and (G) any shares of Common restricted stock units or other awards to newly hired employees, including granting inducement grant awards, as permitted by Nasdaq Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveMarket Rule 5635.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Xxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) any issuances of up to 8,837,774 shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed withStock, or described in a prospectus supplement any securities convertible or prospectus filed withexercisable or exchangeable for Common Stock, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures acquisition of businesses, technologies or similar arrangements, or any limited partnership interests which may be issued by any subsidiary assets of the Company that is a limited partnership to acquire propertiesanother company; provided that, in each case so long as those shares or limited partnership interestscase, as applicable, are issued directly to that the stockholders or other owners recipient of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock or other securities is subject to substantially the same restrictions as those contained in this Section 3(i). Notwithstanding the foregoing, if (but not any such limited partnership interests), each recipient 1) during the last 17 days of any such shares executes and delivers the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Representatives an agreement substantially Company occurs or (2) prior to the effect set forth expiration of the Lock-Up Period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms issuance of the limited partnership agreement of any subsidiary earnings release or the occurrence of the Company that is a limited partnership upon the exchange of limited partnership interests material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveextension.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (F) the sale or issuance of or entry into an agreement to sell or issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances or relationships; provided, that the aggregate number of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement securities convertible into or prospectus filed with, the Commission, (F) any shares of exercisable for Common Stock which may be issued by the Company to acquire other businesses (on an as-converted or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (y) shall not include exceed 5% of the exceptions set forth in clauses (A) through (G) total number of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this paragraphAgreement; and provided further, and (G) any shares that each recipient of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof securities convertible into or exercisable for Common Stock pursuant to this clause (F) aboveshall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesSandler, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares share of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock Stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or exercise any right with respect to the registration thereof, or file or cause to be filed any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stocksuch other securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 referred to and disclosed in the Registration Statement, General Disclosure Package and 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 existing on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8, including any amendments, with respect to the registration of any shares of Common Stock issued pursuant to or securities convertible, exercisable or exchangeable into Common Stock or any non-employee director other securities of the Company under stock plan existing on the date hereof and referred to plans disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or securities in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the Company that is a limited partnership to acquire propertiessecurities, in each case so long as those shares or limited partnership interestsbusinesses, as applicable, are issued directly to the stockholders property or other owners assets of those businesses another person or properties entity or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued employee benefit plan assumed by the Company in accordance connection with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof acquisition, or that are issued after the date hereof pursuant to clause (F) abovethe issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions.

Restriction on Sale of Securities. During the a period beginning on of 45 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares registration statement on Form S-8 or (F) the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable for Common Stock, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such shares securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of Common Stock 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 (but not any such limited partnership interests)ii) joint ventures, each recipient commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall does not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any exceed 19,827,377 shares of Common Stock issued by and prior to such issuance each recipient of any such securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 45-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Company that is a limited partnership upon 45-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof occurrence of the material news or material event, unless the Underwriters waive, in writing, such extension; the Company will provide the Underwriters and each stockholder subject to the 45-day restricted period pursuant to clause (Fthe lock-up agreements described in Section 6(j) abovehereof with prior notice of any such announcement that gives rise to an extension of the 45-day restricted period.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx and Xxxxx Fargo, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, Statement and (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th 90th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (FE) and (y) shall not include the exceptions set forth in clauses (A) through (GE) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Restricted Period”), the Company will not, without the prior written consent of the Representatives, (A) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale or lend, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or repayable with Ordinary Shares or file any 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Ordinary Shares, whether any such swap, agreement swap or transaction described in clause (i‎(A) or (ii‎(B) above is to be settled by delivery of Common Stock, Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B1) 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D2) any Ordinary Shares issued or options to purchase 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, (3) the Merger shares of Common Stock or any other Ordinary Shares to be issued by the Company prior to the Closing Time and described to in the Registration Statement, the General Disclosure Package and the Prospectus, (4) any Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E5) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued filing by the Company of a registration statement on Form S-3 (including any amendments thereto) to acquire other businesses or in connection with register the issuance of Ordinary Shares (and resale of Ordinary Shares held by certain shareholders of the Company’s entering ); provided that the Company does not issue any Ordinary Shares thereunder during the Restricted Period or (6) the entry into joint ventures or similar arrangements, an agreement providing for the issuance of Ordinary Shares or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable or exchangeable for Ordinary Shares, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such securities pursuant to such an agreement, in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition; provided that the aggregate number of shares issued or issuable pursuant to this clause (6) does not exceed 5% of Common Stock (but not any the number of Ordinary Shares outstanding immediately after the offering of the Securities pursuant to this Agreement and, prior to such limited partnership interests)issuance, each recipient of any such shares executes securities shall execute and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory deliver to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company a “lock-up” agreement substantially in accordance with the terms form of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 60th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, with the Commission, and (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)shares, each recipient of any such shares executes and delivers to the Representatives BofA Xxxxxxx Xxxxx an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives BofA Xxxxxxx Xxxxx and which agreement shall be applicable through and including the 30th 60th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (GF) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxxxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or Warrant Shares in connection with the Company’s entering exercise of the Pre-Funded Warrants (F) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (G) the sale or issuance of or entry into an agreement to sell or issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or similar arrangements(4) strategic alliances or relationships; provided, that the aggregate number of Common Stock or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares securities convertible into or limited partnership interests, as applicable, are issued directly to the stockholders exercisable for Common Stock (on an as-converted or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsas-exercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (yG) shall not include exceed 5% of the exceptions set forth in clauses (A) through total number of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (G) shall execute a lock-up agreement substantially in the form of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit A hereto.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including, without limitation, OP Units, or file any registration statement under the 1933 Act with respect to any of the foregoingforegoing (other than any registration on Form S-8, on Form S-4 in connection with acquisitions of real property or real property companies, on Form S-3 in connection with the Company’s dividend reinvestment or stock purchase plan, on Form S-3 in connection with a filing required pursuant to the Operating Partnership Agreement with respect to Common Stock that may be issued upon exchange of OP Units outstanding on the date hereof or on any form pursuant to a registration rights agreement by which the Company is bound on the date hereof (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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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, redemption or exchange of a security outstanding on the date hereof and referred to in the Registration StatementProspectus, including OP Units, (C) any shares of Common Stock Stock, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including LTIP Units in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment or stock purchase plan existing on the date hereof and referred to in the Registration Statementhereof, (E) any shares OP Units issued upon conversion of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the CommissionLTIP Units, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering securities convertible into joint ventures or similar arrangements, exchangeable or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such exercisable for shares of Common Stock (but not any such limited partnership interests), each recipient in connection with acquisitions of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and real property or real property companies or (G) any shares of Common Stock issued sold by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant Company’s transfer agent to clause (F) aboveeliminate fractional shares.

Restriction on Sale of Securities. During Each Selling Shareholder agrees that, during the period of 30 days beginning on on, and including, the date of this Agreement through and including (the 30th day after the date of this Agreement“Restricted Period”), the Company such Selling Shareholder will not, without the prior written consent of the RepresentativesUnderwriters, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 of the Securities Act) by such Selling Shareholder, or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”), or file exercise any right with respect to the registration of any Lock-Up Securities, or cause to be filed 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 transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common StockLock-Up Securities, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase, grant, loan, transfer or disposition, or to exercise any such right or enter into any such swap or other than agreement or transaction. The restrictions in clauses (i) and (ii) of the foregoing sentence shall not apply to (A) the Securities to be sold hereunderby such Selling Shareholder pursuant to this Agreement, (B) transfers as a bona fide gift or gifts, (C) transfers to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder (as defined below), (D) transfers as a distribution to limited partners or equityholders of such Selling Shareholder, (E) transfers to such Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by such Selling Shareholder, (F) transactions by a Selling Shareholder relating to shares of Common Stock issued by or other securities acquired in open market transactions after the Company upon completion of the exercise offering of an option outstanding on the date hereof referred to in the Registration StatementSecurities, (CG) any transfers pursuant to an order of a court or governmental agency (including a qualified domestic order) or (H) transfers of shares of Common Stock issued or options such other securities by will or intestacy to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to any Selling Shareholder’s legal representative, heir or legatee; provided, in the Registration Statementcase of clauses (B), (C), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement), or (E), that (1) any shares the Underwriters receive a signed lock-up agreement for the balance of Common Stock offered the Restricted Period substantially to the effect of the provisions set forth in this Section 4(j) and sold pursuant otherwise in a form reasonably acceptable to a dividend reinvestment and stock purchase plan filed withthe Underwriters from each donee, trustee, distributee, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementstransferee, as the case may be, and, prior to the issuance of (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (4) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; provided, further, that Igloo Co-Invest LLC shall be permitted to transfer or distribute up to an aggregate of 300,000 shares of Common Stock to its equityholders in transactions not involving a disposition for value without being subject to the lockup, reporting or other restrictions contained in clauses (but not 1), (3) or (4) immediately above; provided, still further, in the case of clause (F), that any such limited partnership intereststransfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Exchange Act and such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfers; and provided, still further, in the case of clauses (G) and (H), each recipient of any that (1) such shares executes Selling Shareholder shall use its reasonable best efforts to cause the transferee to sign and delivers deliver to the Representatives an Underwriters a lock-up agreement for the balance of the Restricted Period substantially to the effect of the provisions set forth in this paragraph, which agreement shall be Section 4(j) and otherwise in a form and substance satisfactory reasonably acceptable to the Representatives Underwriters, (2) any filing under Section 16 of the Exchange Act that is required to be made during the Restricted Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law, and which agreement shall be applicable through and including the 30th day after the date (3) such Selling Shareholder does not otherwise voluntarily effect any public filing or report regarding such transfer. For purposes of this AgreementSection 4(j), but which agreement (x) “immediate family” shall apply only mean any relationship by blood, marriage or adoption, not more remote than first cousin. Each Selling Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of its shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth or any other Lock-Up Securities except in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance compliance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveforegoing restrictions.

Restriction on Sale of Securities. During the a period beginning on of 60 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell or grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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 foregoingStock, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, (iii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than a registration statement required to be filed pursuant to that certain Registration Rights Agreement, dated as of October 1, 2012, by and between the Company and ARS VI Investor I, LLC (“ARS”)), or (iv) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder and the issuance of shares of Common Stock upon the conversion of the Securities in accordance with the Indenture, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or share appreciation right outstanding or issuable 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 by the Company upon the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued or options to purchase Common Stock granted or other awards issued or issuable in or relating to Common Stock pursuant to any existing employee benefit incentive award plans or any non-employee director stock plan of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the issuance to ARS of warrants and share appreciation rights pursuant to the Securities Purchase Agreement, dated as of October 1, 2012, by and between the Company and ARS and any shares of Common Stock issued pursuant to any non-employee director stock the exercise of such warrants and share appreciation rights, and (F) up to 1,000,000 shares of Common Stock issued pursuant to the Company’s dividend reinvestment and share purchase plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered the General Disclosure Package and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveProspectus.

Restriction on Sale of Securities. During the a period beginning on the date of this Agreement through and including the 30th day 90 days after the date of this Agreementthe Closing Date, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose ofof any Ordinary Shares, directly or indirectlyADSs, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or ADSs or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common StockADSs, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Ordinary Shares or ADSs or other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Ordinary Shares or ADSs issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares or ADSs issued or options to purchase Ordinary Shares or ADSs granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, provided, however, that the foregoing exception shall not apply to an issuance to those emp loyees who do not own securities of the Company as of the date hereof, (D) any shares of Common Stock Ordinary Shares or ADSs issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of any shares of Common Stock offered and sold pursuant to registration statement on Form S-8 or a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commissionsuccessor form thereto, (F) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or ADSs or securities convertible into or exercisable or exchangeable Ordinary Shares or ADSs in connection with a follow-on public offering subsequent to this Offering during the eight (8) month period following the completion of the Offering for which the Representatives have the Participation Opportunity, as provided in that certain Amended and Restated Letter of Engagement dated November 14, 2022 between the Company and the Representatives, or (G) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or ADSs or securities convertible into or exercisable or exchangeable Ordinary Shares or ADSs in connection with any shares Exh 4.11-18 (i) mergers, (ii) acquisition of Common Stock which may be issued securities, businesses, property or other assets, (iii) pursuant to an employee benefit plan assumed by the Company to acquire other businesses or in connection with a merger or acquisition, (iv) joint ventures, (v) commercial relationships or (vi) other strategic transactions; provided that the Company’s entering aggregate number of Ordinary Shares or ADSs or securities convertible into joint ventures or similar arrangements, exchangeable for Ordinary Shares or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long ADSs (on an as those shares converted or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior ) that the Company may sell or issue or agree to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons sell or issue pursuant to this clause (F) and (yG) shall not include exceed 5% of the exceptions set forth in clauses (A) through total number of shares of the Company’s Ordinary Shares and ADSs issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of Ordinary Shares or ADSs or securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs pursuant to this clause (G) shall execute a lock-up agreement substantially in the form of this paragraphExhibit A hereto, and or (GH) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant respect to clause (F) aboveG), the filing of a registration statement on Form S-4 or a successor form thereto.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, other than the filing of a prospectus or prospectus supplement (which shall state that no sales shall be made pursuant to such prospectus or prospectus supplement within the first 60 days from the date of the Prospectus) solely related to the issuance and sale of Common Stock issuable pursuant to the terms of that certain Open Market Sale AgreementSM by and between the Registrant and Xxxxxxxxx LLC, (ii) enter into any swap swap, hedging or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or other securities, in cash or otherwise, other than otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). 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, in each case, outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) the reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (D) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan existing on the date hereof and or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (EF) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (G) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock offered and sold in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to a dividend reinvestment and stock purchase any employee benefit plan filed with, or described assumed in a prospectus supplement or prospectus filed with, the Commissionconnection with any such acquisition, (Fii) any joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock which may be issued by issuable upon the Company to acquire other businesses conversion, exercise or in connection with the Company’s entering into joint ventures exchange of securities (on an as converted or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangementsexercised basis, as the case may be, and, prior ) issued pursuant to the issuance of any such shares of Common Stock this clause (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (xG) shall apply only to not exceed 5% of the total number of shares of Common Stock issued to such persons and outstanding immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto, provided, further, that each recipient of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause agrees to be bound by the terms of the lock-up or shall execute a lock-up agreement substantially in the form of Exhibit A hereto, or (FH) and (y) shall not include beginning on the exceptions set forth in clauses (A) through (G) 61st day from the date of this paragraphthe Prospectus, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof sold pursuant to clause that certain Open Market Sale AgreementSM by and between the Registrant and Xxxxxxxxx LLC (F) aboveprovided that no public filings regarding such sales or announcement regarding such sales shall be required or be voluntarily made during the Lock-Up Period).

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly of any ADSs or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing, foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock the ADSs or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, ADSs or Ordinary Shares or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any ADSs or Ordinary Shares issued or restricted shares, restricted share units or options to purchase ADSs or 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 ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any shares registration statement on Form S-8. Notwithstanding the foregoing, if (1) during the last 17 days of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by 180-day restricted period the Company issues an earnings release or material news or a material event relating to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares occurs or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, (2) prior to the issuance expiration of any such shares the 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 15-day period beginning on the last day of Common Stock (but not any such limited partnership interests)the 180-day restricted period, each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth restrictions imposed in this paragraph, which agreement clause (i) shall be in form and substance satisfactory continue to apply until the Representatives and which agreement shall be applicable through and including expiration of the 30th 18-day after period beginning on the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms issuance of the limited partnership agreement of any subsidiary earnings release or the occurrence of the Company that is a limited partnership upon material news or material event, unless the exchange of limited partnership interests Representatives waive, in writing, such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveextension.

Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the 30th 60th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesBofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise, other than (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC and which agreement shall be applicable through and including the 30th 60th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after Prospectus (the date of this Agreement“Restricted Period”), the Company will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Common Stock 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 engage in any swap hedging or any other agreement or transaction that transfersis designed to or that reasonably could be expected to lead to or result in a sale or disposition of Common Stock even if such Common Stock would be disposed of by someone other than the Company, in whole including without limitation any short sale or in part, directly or indirectly, the economic consequence of ownership grant of any right (including without limitation any put or call option) with respect to any shares of Common Stock or with respect to any securities convertible into security that includes, relates to, or exercisable or exchangeable for Common Stock, whether derives any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery significant part of its value from shares of Common Stock, other securities, in cash or otherwise, other than . 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 StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statementor dividend reinvestment plan, (E) any the issuance of shares of Common Stock offered and sold as part of the merger consideration in connection with the pending acquisition pursuant to a dividend reinvestment and stock purchase plan filed with, the terms of the First Community Bancorp Agreement or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares transfer, sale or other disposition with the prior written consent of Common Stock Kxxxx, Bxxxxxxx (which consent may be issued withheld in its sole discretion), provided that Keefe, Bruyette, for the benefit of each of the other Representatives, agrees not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Company to acquire other businesses or in connection with Representatives. Notwithstanding the Company’s entering into joint ventures or similar arrangementsforegoing, or any limited partnership interests which may be issued by any subsidiary if (1) during the period that begins on the date that is 15 calendar days plus 3 business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company that is issues an earnings release or material news or a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly material event relating to the stockholders Company occurs; or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, (2) prior to the issuance expiration of any such shares the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of Common Stock (but not any such limited partnership interests)the Restricted Period, each recipient the restrictions imposed by this Section 3(j) shall continue to apply until the expiration of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day date that is 15 calendar days plus 3 business days after the date of this Agreement, but on which agreement (x) shall apply only the earnings release is issued or the material news or material event relating to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveoccurs.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives[·], (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of any shares registration statement on Form S-8, or (F) the entry into an agreement providing for the issuance of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire propertiessecurities convertible into or exercisable for Common Stock, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to and the issuance of any such shares securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of Common Stock 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 (but not any such limited partnership interests)ii) joint ventures, each recipient commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons or issuable pursuant to this clause (F) and (y) shall does not include the exceptions set forth in clauses (A) through (G) exceed [insert 10% of this paragraph, and (G) any outstanding stock] shares of Common Stock issued by and prior to such issuance each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company in accordance with issues an earnings release or material news or a material event relating to the terms Company occurs or (2) prior to the expiration of the limited partnership agreement of any subsidiary 180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Company that is a limited partnership upon 180-day restricted period, the exchange restrictions imposed in this clause (i) shall continue to apply until the expiration of limited partnership interests in such limited partnership that are outstanding the 18-day period beginning on the date hereof of the issuance of the earnings release or that are issued after the date hereof occurrence of the material news or material event, unless the Representatives waive, in writing, such extension; the Company will provide the Representatives and each stockholder subject to the 180-day restricted period pursuant to clause (Fthe lock-up agreements described in Section 6(i) abovehereof with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any the Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Shares or other securities, in cash or otherwise, other than . 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 referred to in the Registration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock share plan existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock securities issued by the Company in accordance connection with the terms acquisition by the Company or the Subsidiary of the limited partnership agreement equity securities, business, property or other assets of another person or entity or pursuant to any subsidiary of plan assumed by the Company that is a limited partnership upon the exchange of limited partnership interests in connection with such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause acquisition, (F) abovesecurities issued by the Company in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, commercial relationships or other strategic transactions), or (G) the filing of a registration statement on Form S-8; provided, however, that a recipient of any such securities issued by the Company pursuant to clauses (E) and (F) shall enter into an agreement substantially in the form of Exhibit E hereto; provided further, that that securities issued by the Company pursuant to clauses (E) and (F) may not exceed, in the aggregate, 5% of the total number of Common Shares outstanding immediately following the completion of the transactions contemplated by this Agreement.

Restriction on Sale of Securities. During the a period beginning on of 90 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of Xxxxxxx Xxxxx, subject to the Representativesimmediately succeeding sentence, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, swap or other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . The foregoing sentence shall not apply (Ai) to the Securities to be sold hereunder, (Bii) to any issuance or transfer of shares of Common Stock issued by (restricted or otherwise), stock options, stock units and performance shares pursuant to any existing employee benefits plans or director compensation plans of the Company that is described in the General Disclosure Package and the Prospectus, (iii) to any issuance or transfer of shares of Common Stock upon the exercise of an option stock options outstanding on the date hereof referred to under any existing employee benefit plan or director compensation plan of the Company described in the Registration Statement, General Disclosure Package and the Prospectus or (Civ) any the issuance of up to 5% of the aggregate outstanding shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans owners of businesses which the Company existing on the date hereof and referred to may acquire in the Registration Statementfuture, (D) any shares whether by merger, acquisition of Common Stock issued pursuant to any non-employee director stock plan existing on assets or capital stock, as consideration for the date hereof and referred to in the Registration Statement, (E) any shares acquisition of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other such businesses or to management employees of such businesses in connection with such acquisitions; provided that (x) any such issuance is not required to be registered on any registration statements on Form S-4 under the Company’s entering into joint ventures or similar arrangements, or 1933 Act in contemplation thereof and (y) any limited partnership interests which may be issued by any subsidiary recipient of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an shall execute a lock-up agreement substantially to in the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) aboveExhibit B hereto.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 existing on the date hereof 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 existing on the date hereof and or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the entry into agreements providing for the issuance by the Company of shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement any security convertible into or prospectus filed with, the Commission, (F) any exercisable for shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, acquisition by the Company or any limited partnership interests which may be issued by any subsidiary of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (G) the entry into agreements providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that is a limited partnership in the case of clauses (F) and (G), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to acquire propertiessell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement, and provided further that, in the case of clauses (B) through (G), the Company shall cause each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners recipient of such joint ventures securities to execute and deliver, on or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests)securities, each recipient of any such shares executes and delivers a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 5(l) hereof to the Representatives an agreement substantially to extent and for the duration that such terms remain in effect set forth in this paragraphat the time of the transfer, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company shall authorize its transfer agent to decline to make any transfer of such shares in accordance with the terms violation of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) abovelock-up agreements.

Restriction on Sale of Securities. During the a period beginning on of 180 days from the date of this Agreement through and including the 30th day after the date of this AgreementProspectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, 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, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Stock or such other securities, in cash or otherwise, other than . 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 convertible note outstanding on the date hereof referred to and described in the Registration StatementProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company existing on the date hereof and referred to described in the Registration StatementProspectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to described in the Registration StatementProspectus, or (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may be issued by the Company to acquire other businesses or in connection with the Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (G) any shares of Common Stock issued by the Company upon the exercise of the warrant issued to Cirrus Logic as described in accordance the Prospectus. The Company agrees not to, without the prior written consent of Xxxxxxx Xxxxx, release any stockholder or optionholder from any agreement with the terms of the limited partnership agreement Company, whether by contract or by law, whereby such person or entity has agreed not to sell or otherwise transfer or dispose of any subsidiary Common Stock (or other securities) of the Company that is for a limited partnership upon period of up to one hundred eighty 180 days following the exchange commencement of limited partnership interests in such limited partnership that are outstanding on the date hereof public offering of the Common Stock by the Underwriters or that are issued after the date hereof pursuant to clause (F) aboveotherwise.

Restriction on Sale of Securities. During the period beginning on the date At any time that sales of Shares under this Agreement through and including have been made but not yet settled, or at any time that the 30th day after Company has outstanding with the date of Manager instructions to sell Shares under this Agreement, but such instructions have not been fulfilled or canceled, the Company will not, without the prior written consent of the Representatives, directly or indirectly, not (i) offer, pledgesell, sellissue, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, pledge or otherwise transfer or dispose of, directly or indirectly, 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 transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Common StockStock (“Lock-Up Securities”), whether any such swap, agreement or transaction described in clause (i) or (ii) above is offer, sell, issue, contract to be settled by delivery of Common Stocksell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other securitiesagreement that transfers, in cash whole or otherwisein part, other than (A) the Securities to be sold hereundereconomic consequences of ownership of Lock-Up Securities, (Biv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any shares such action, without the prior written consent of Common Stock issued by the Company upon Manager, in each case without giving the exercise Manager at least three business days’ prior written notice specifying the nature of an option outstanding on the proposed sale and the date hereof referred to in the Registration Statementof such proposed sale; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing on the date hereof and referred to in the Registration Statementhowever, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan existing on the date hereof and referred to in the Registration Statement, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan filed with, or described in a prospectus supplement or prospectus filed with, the Commission, (F) any shares of Common Stock which may that such restriction will not be issued by the Company to acquire other businesses or required in connection with the Company’s entering into joint ventures issuance or similar arrangements, sale of (A) any securities issued or any limited partnership interests which may to be issued by any subsidiary pursuant to the Company’s equity incentive or award plans, including securities of the Company that is a limited partnership issued upon the exercise or vesting thereof; (B) the Shares to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, and, prior to the issuance of any such shares of Common Stock be sold hereunder; (but not any such limited partnership interests), each recipient of any such shares executes and delivers to the Representatives an agreement substantially to the effect set forth in this paragraph, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 30th day after the date of this Agreement, but which agreement (x) shall apply only to the shares of Common Stock issued to such persons pursuant to this clause (F) and (y) shall not include the exceptions set forth in clauses (A) through (G) of this paragraph, and (GC) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary securities of the Company that is a limited partnership issued pursuant to, or upon the exchange exercise, conversion, redemption or settlement of, any securities of limited partnership interests in such limited partnership the Company or its Subsidiaries that are outstanding on at the date hereof time such order is delivered; or that are (D) any securities of the Company issued after the date hereof pursuant or to clause be issued to TOTAL Delaware, Inc. (F) above“TOTAL”), a Delaware corporation and subsidiary of TOTAL S.A., in connection with preemptive rights held by TOTAL.