Common use of Restriction on Stock Sales Clause in Contracts

Restriction on Stock Sales. Dear Sirs: This letter is delivered to you pursuant to: (1) the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting Agreements, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company and a public offering of 6.75% series B cumulative perpetual convertible preferred stock (each offering, an “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offerings. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreements, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for sale, sell, pledge or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into or exchangeable for Company Securities, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreements, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securities:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-1, File No. 333-256684 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on June 1, 2021 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 180 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesRxxxxxx Jxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear Sirs: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, selling stockholders and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc.Xxxxx Fargo Securities, LLC, as the representatives (the “Representatives”) of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Class A Common Stock, par value $0.001 0.01 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-1, File No. 333-192862 (each offeringthe “Registration Statement”), an as amended as of [ ] (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, membership interests, options, warrants or other securities of the Company or Malibu Boats Holdings, LLC (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 180 days after the date of the Underwriting AgreementsCompany’s prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives, Representatives or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, Disposition of any of the economic benefits or risks of ownership of shares of Lock-Up SharesShares or other securities of the Company or Malibu Boats Holdings, whether any such transaction described in clause (i) above or this clause (ii) is to be settled LLC held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without excluding under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding . Notwithstanding anything herein to the foregoingcontrary, if (x) during the last 17 days foregoing restrictions will not apply to the registration of the Lock-Up Periodoffer and sale of the Shares, and the Company issues an earnings release or announces material news or a material event relating sale of the Shares to the Company occurs or (y) prior to Underwriters, in each case as contemplated by the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writingUnderwriting Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Further, notwithstanding the restrictions herein, the undersigned may enter into a written trading plan designed to comply with Rule 10b5-1(c) of the Exchange Act; provided, however, that no Dispositions may occur under such plan during the Lock-Up Period and no public announcement or filling by or on behalf of the undersigned or the Company shall be required or voluntarily made in connection with the establishment of such plan until after the expiration of the Lock-Up Period. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsSirs and Madams: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-226100 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on July 9, 2018 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesRxxxxxx Jxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., as representative (the representative “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named in Schedule I therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 1.00 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, as amended, File No. 333-214802 (each offeringthe “Registration Statement”), an dated January 9, 2017 and the accompanying prospectus supplement dated January 25, 2017 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 180 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesXxxxxxx Xxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; , notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company company issues an a release concerning earnings release or announces material news or a material event relating to the Company occurs company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then ; the restrictions imposed in the preceding paragraph this letter agreement shall continue to apply until the expiration of the 18-18 day period beginning on the date of issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to in order to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsSirs and Madams: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock UnderwritersUnderwriter”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein). The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend Underwriter intends to effect a public offering of Common Stock, par value $0.001 .10 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-1, File No. 333-191440 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on September 27, 2013 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements, including all amendments thereto. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants warrants, restricted stock or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters Underwriter that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters Underwriter to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company SecuritiesSecurities beneficially owned by the undersigned, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesRxxxxxx Jxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding . Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an a release concerning earnings release or announces material news or a material event relating to the Company occurs occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then ; the restrictions imposed in the preceding paragraph this letter agreement shall continue to apply until the expiration of the 18-18 day period beginning on the date of issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or would reasonably be expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsSirs and Madams: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-230478 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on March 25, 2019 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesXxxxxxx Xxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention Company under the Act with respect to do any of the foregoingregistration with the Securities and Exchange Commission, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoingprovided, if (x) during the last 17 days however, that foregoing restrictions shall not apply to transfers of the Lock-Up PeriodShares as a bona fide gift or in connection with estate planning, including but not limited to, dispositions to any trust for the Company issues an earnings release direct or announces material news or a material event relating to the Company occurs or (y) prior to the expiration indirect benefit of the Lock-Up Period, undersigned and/or the Company announces that it will release earnings results during the 16-day period beginning on the last day immediate family of the Lock-Up Period, then undersigned and dispositions from any grantor retained annuity trust established for the restrictions imposed in the preceding paragraph shall continue to apply until the expiration direct benefit of the 18-day period beginning on the date of issuance undersigned and/or a member of the earnings release or the announcement immediate family of the material news undersigned, or by will or intestacy (provided that any donee thereof agrees in writing to be bound by the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writingterms hereof). The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter agreement is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the CompanyGuardian Pharmacy, as issuerLLC (“Guardian”), and Xxxxxxx Xxxxx & Associatesits wholly owned subsidiary, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. as representative of the Underwriters as named and Deutsche Bank Securities Inc., the representatives of certain underwriters defined therein (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the Representative” or “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting Agreements, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company and a public offering of 6.75% series B cumulative perpetual convertible preferred stock (each offering, an “Offeringyou”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting AgreementsAgreement. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering (the “Offering”) of the Class A Common Stock, $0.001 par value per share of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333-274847, originally filed with the Securities and Exchange Commission (the “Commission”) on October 3, 2023 and amended on August 22, 2024 and September 16, 2024 (and as may be further amended or supplemented from time to time, the “Registration Statement”). Pursuant to the Corporate Reorganization, immediately prior to the Closing Time under the Underwriting Agreement, Guardian will become a wholly owned subsidiary of the Company, all as described in the Registration Statement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants, other securities of the Company or derivative instruments that have as a reference asset Company stock, options, warrants or other securities of the Company (collectively, the “Company Securities”), ) that the Company complete the proposed OfferingsOffering immediately following the Corporate Reorganization. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States U.S. federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) of any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up SharesSecurities”), pursuant to the Rules rules and Regulations regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 180 days after the date of the Underwriting Agreements, inclusive Company’s Prospectus first filed pursuant to Rule 424(b) under the Securities Act (the “Lock-Up Period”), without the prior written consent of the Representatives, Representative or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or other derivatives transaction that transfers may have hereafter to another, in whole or in part, require the Company to register under the Securities Act the Disposition of any of the economic benefits or risks of ownership of shares of Lock-Up SharesSecurities or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Securities Act, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose including under the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares Securities during the Lock-Up Period, even if such Lock-Up Shares Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up SharesSecurities. Notwithstanding The foregoing paragraph shall not apply to (a) transactions relating to Lock-Up Securities or other securities acquired in the open market after the completion of the Offering; provided that it shall be a condition to any transfer pursuant to this clause (a) that neither the transferor nor the transferee shall be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer prior to the expiration of the Lock-Up Period; (b) bona fide gifts, or transfers, sales or other dispositions of Lock-up Securities that are made exclusively between and among the undersigned or members of the undersigned’s family or any trust for the benefit of the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make make, and shall agree to not voluntarily make, any Disposition during filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (iii) the undersigned notifies the Representative at least two business days prior to the proposed transfer or disposition; and (c) any exercise of options or vesting or exercise of any other equity-based award, in each case, under the Company’s equity incentive plan or any other compensation plan or agreement described in the Registration Statement, General Disclosure Package and Prospectus, including any Company Securities withheld by the Company for the payment of taxes due upon such exercise or vesting; provided that (A) no filing or public announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or vesting and (B) any Company Securities received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to the conditions belowterms of this letter agreement. It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, you have agreed will release the undersigned from the obligations under this letter agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this letter agreement. This letter agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer directed Company Securities the undersigned may purchase in the Offering. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder. All claims arising out of the interpretation, application or enforcement, or otherwise relating to the subject matter, of this letter agreement, including, without limitation, any breach of this letter agreement, shall be settled by final and binding arbitration (the “Arbitration”) in New York, New York, in accordance with the commercial rules then prevailing of the American Arbitration Association by a panel of three (3) arbitrators appointed in accordance with the American Arbitration Association commercial rules. The decision of the arbitrators shall be binding on the undersigned and may be entered and enforced in any court of competent jurisdiction by the undersigned. The undersigned shall initially bear its own legal fees and costs in connection with the Arbitration; provided, however, that it shall pay one-half of any filing fees, fees and expenses of the Arbitration. However, after the issuance of the award, the non-prevailing party (as determined by the arbitrators) will (i) bear all costs of Arbitration including the cost and expenses of the arbitrators and the cost of the proceedings and (ii) reimburse the prevailing party for its costs, expenses, attorneys’ fees and other legal expenses incurred in connection with the related dispute and the Arbitration. The Arbitration shall be pursued and brought to conclusion as rapidly as is possible. TO THE EXTENT PERMITTED BY LAW, THE UNDERSIGNED VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS LETTER AGREEMENT. [Signature page follows] Very truly yours, Signature of Securityholder Name of Securityholder Exhibit C FORM OF PRESS RELEASE TO BE ISSUED PURSUANT TO SECTION 3(j) GUARDIAN PHARMACY SERVICES, INC. [Date] GUARDIAN PHARMACY SERVICES, INC. (the “Company”) announced today that Xxxxxxx Xxxxx, the lead book-running manager in the Company’s recent public sale of [•] shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not apply to Disposition an offer for sale of Company Securities:the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Restriction on Stock Sales. Dear SirsSirs and Madams: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock UnderwritersUnderwriter”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein). The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend Underwriter intends to effect a public offering of Common Stock, par value $0.001 .10 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-1, File No. 333-191440 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on September 27, 2013 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements, including all amendments thereto. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants warrants, restricted stock or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters Underwriter that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters Underwriter to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company SecuritiesSecurities beneficially owned by the undersigned, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesXxxxxxx Xxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding . Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an a release concerning earnings release or announces material news or a material event relating to the Company occurs occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then ; the restrictions imposed in the preceding paragraph this letter agreement shall continue to apply until the expiration of the 18-18 day period beginning on the date of issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or would reasonably be expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear Sirs: This letter agreement is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, Xxxxxxx X. Xxxxxxx, as issuerselling stockholder, and Xxxxxxx X. Xxxxx & AssociatesSecurities, Inc., the representative of certain the underwriters (the “Common Stock UnderwritersRepresentative”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein). The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of shares of Common Stock, $0.01 par value $0.001 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-248078 (each offeringthe “Registration Statement”), an initially filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2020 and declared effective by the SEC on August 24, 2020 (the “Offering”). Capitalized terms Terms used herein, but not defined herein defined, shall have the respective meanings assigned meaning ascribed to such terms them in the Underwriting AgreementsAgreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stockCommon Stock, options, warrants warrants, performance units or other securities convertible into or exchangeable for Common Stock of the Company (the “Company Securities”), that the undersigned not sell Company complete Securities in the proposed Offeringspublic market for a reasonable period following the Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not not, without the prior written consent of the Representative, (i1) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, Securities or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 60 days after the date of the Underwriting AgreementsAgreement, inclusive (the “Lock-Up Period”), without (2) during the prior written consent Lock-Up Period, exercise or seek to exercise or effectuate in any manner any rights of any nature that the Representatives, (ii) enter into any swap undersigned has or other derivatives transaction that transfers may have hereafter to another, in whole or in part, require the Company to register under the Act the undersigned’s Disposition of any of the economic benefits or risks of ownership of shares Lock-Up Shares held by the undersigned, (3) otherwise participate as a selling securityholder in any manner in any registration of Lock-Up SharesShares effected by the Company under the Act, whether any such transaction described except with respect to the Lock-Up Shares registered under the Registration Statement in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose connection with the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockOffering, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y4) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging engage in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such , and such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you Underwriters have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear Sirs: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, selling stockholders and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc.Xxxxx Fargo Securities, LLC, as the representatives (the “Representatives”) of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering (the “Offering”) of Class A Common Stock, par value $0.001 0.01 per share, of the Company and a public offering of 6.75% series B cumulative perpetual convertible preferred stock (each offering, an the “OfferingShares”). Capitalized terms used but not defined herein have , pursuant to a registration statement of the respective meanings assigned to such terms in the Underwriting AgreementsCompany on Form S-1. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities stock of the Company or membership interests of Malibu Boats Holdings, LLC (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the initial filing date hereof of the Registration Statement and ending 90 days after the date (the “Offering Date”) of the Underwriting AgreementsCompany’s prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives, Representatives or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, Disposition of any of the economic benefits or risks of ownership of shares of Lock-Up SharesShares or other securities of the Company or Malibu Boats Holdings, whether any such transaction described in clause (i) above or this clause (ii) is to be settled LLC held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without excluding under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding . Notwithstanding anything herein to the foregoingcontrary, if (x) during the last 17 days foregoing restrictions will not apply to the registration of the Lock-Up Periodoffer and sale of the Shares, and the Company issues an earnings release or announces material news or a material event relating sale of the Shares to the Company occurs or (y) prior to Underwriters, in each case as contemplated by the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writingUnderwriting Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Further, notwithstanding the restrictions herein, the undersigned may enter into a written trading plan designed to comply with Rule 10b5-1(c) of the Exchange Act; provided, however, that no Dispositions may occur under such plan during the Lock-Up Period and no public announcement or public filling by or on behalf of the undersigned or the Company shall be required or voluntarily made in connection with the establishment of such plan until after the expiration of the Lock-Up Period. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsSirs and Madams: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-226100 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on July 9, 2018 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 60 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesRxxxxxx Jxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear Sirs: This letter agreement is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the CompanyCompany and Xxxx Capital Partners, LLC, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain the underwriters (the “Common Stock UnderwritersRepresentative”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering (the “Offering”) of shares of Common Stock, $0.001 par value $0.001 per share, of the Company and a public offering of 6.75% series B cumulative perpetual convertible preferred stock (each offering, an the “OfferingShares”). Capitalized terms Terms used herein, but not defined herein defined, shall have the respective meanings assigned meaning ascribed to such terms them in the Underwriting AgreementsAgreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stockCommon Stock, options, warrants warrants, performance units or other securities convertible into or exchangeable for Common Stock of the Company (the “Company Securities”), that the undersigned not sell Company complete Securities in the proposed Offeringspublic market for a period beginning with the date first above written about and ending 90 days following the closing of the Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not not, without the prior written consent of the Representative, (i1) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, Securities or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 days after the date closing of the Underwriting Agreements, inclusive Offering (the “Lock-Up Period”), without (2) during the prior written consent Lock-Up Period, exercise or seek to exercise or effectuate in any manner any rights of any nature that the Representatives, (ii) enter into any swap undersigned has or other derivatives transaction that transfers may have hereafter to another, in whole or in part, require the Company to register under the Act the undersigned’s Disposition of any of the economic benefits or risks of ownership of shares Lock-Up Shares held by the undersigned, (3) otherwise participate as a selling securityholder in any manner in any registration of Lock-Up SharesShares effected by the Company under the Act, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose including under the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y4) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging engage in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such , and such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you Underwriters have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter agreement is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc.Xxxxxx, Xxxxxxxx & Company, Incorporated, the representatives (the “Representatives”) of certain the several underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Class A Common Stock, par value $0.001 0.01 per shareshare (the “Class A Common Stock”), of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-260602 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission (the “Offering”). Capitalized terms Terms used herein, but not defined herein defined, shall have the respective meanings assigned meaning ascribed to such terms them in the Underwriting AgreementsAgreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stockClass A Common Stock, optionsClass B Common Stock, warrants options or other equity securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules rules and Regulations regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 on the day that is 30 days after the date of the Underwriting Agreements, inclusive Prospectus (the “Lock-Up Period”), without the prior written consent of the Representatives, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose the intention to do make any offer, sale pledge or disposition, (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the foregoingLock-Up Shares during the Lock-up Period, (iii) otherwise participate as a selling securityholder in each case without any manner in any registration of Lock-Up Shares effected by the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of Company under the Underwriters and Act, including under the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (yiv) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging engage in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter agreement is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities BofA Securities, Inc., the representatives (the “Representatives”) of certain the several underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Class A Common Stock, par value $0.001 0.01 per shareshare (the “Class A Common Stock”), of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-224788 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission (the “Offering”). Capitalized terms Terms used herein, but not defined herein defined, shall have the respective meanings assigned meaning ascribed to such terms them in the Underwriting AgreementsAgreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stockClass A Common Stock, optionsClass B Common Stock, warrants options or other equity securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules rules and Regulations regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 on the day that is 30 days after the date of the Underwriting Agreements, inclusive Prospectus (the “Lock-Up Period”), without the prior written consent of the Representatives, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose the intention to do make any offer, sale pledge or disposition, (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the foregoingLock-Up Shares during the Lock-up Period, (iii) otherwise participate as a selling securityholder in each case without any manner in any registration of Lock-Up Shares effected by the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of Company under the Underwriters and Act, including under the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (yiv) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging engage in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsSirs and Madams: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-196976 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on June 23, 2014 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the RepresentativesRxxxxxx Jxxxx & Associates, Inc. or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & AssociatesAmeriquest Business Services, Inc., a New Jersey corporation and its successor in interest upon redomicile, merger or exchange into a Delaware corporation of the representative of certain underwriters same or substantially similar name (the “Common Stock UnderwritersCompany”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company), as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Xxxxxxxx Inc., the representatives (the “Representatives”) of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering (the “Offering”) of Common Stock, par value $0.001 per share, Stock of the Company and a public offering of 6.75% series B cumulative perpetual convertible preferred stock (each offering, an the “OfferingShares”). Capitalized terms used but not defined herein have , as described in and contemplated by a registration statement of the respective meanings assigned to such terms Company on Form S-1 (the “Registration Statement”) in connection with the Underwriting AgreementsOffering. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offerings. The undersigned further recognizes that the Company Securities ) held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters that may participate in the Offering to execute continue their efforts in connection with the Underwriting AgreementsOffering, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 180 days after the date of the Underwriting AgreementsCompany’s final prospectus (the “Prospectus”) (inclusive of such 180th day, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives, Representatives or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other Company Securities held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling securityholder in any manner in any registration effected by the intention to do any of Company under the foregoing, in each case without the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, Act during the Lock-Up Period; notwithstanding Period other than the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writingRegistration Statement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear Sirs: This letter is delivered to you pursuant to: (1) the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting Agreements, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company and a public offering of 6.75[—]% series B cumulative perpetual convertible preferred stock (each offering, an “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offerings. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreements, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for sale, sell, pledge or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into or exchangeable for Company Securities, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreements, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securities:

Restriction on Stock Sales. Dear SirsLadies and Gentlemen: This letter agreement is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., X.X. Xxxxxx Securities LLC and Xxxxxx, Xxxxxxxx & Company, Incorporated, the representative representatives (the “Representatives”) of certain the several underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Class A Common Stock, par value $0.001 0.01 per shareshare (the “Class A Common Stock”), of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-3, File No. 333-260602 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission (the “Offering”). Capitalized terms Terms used herein, but not defined herein defined, shall have the respective meanings assigned meaning ascribed to such terms them in the Underwriting AgreementsAgreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stockClass A Common Stock, optionsClass B Common Stock, warrants options or other equity securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, lend, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules rules and Regulations regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 on the day that is 30 days after the date of the Underwriting Agreements, inclusive Prospectus (the “Lock-Up Period”), without the prior written consent of the Representatives, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Company Securities, in cash or otherwise, or (iii) publicly disclose the intention to do make any offer, sale pledge or disposition, (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the foregoingLock-Up Shares during the Lock-up Period, (iii) otherwise participate as a selling securityholder in each case without any manner in any registration of Lock-Up Shares effected by the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of Company under the Underwriters and Act, including under the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (yiv) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging engage in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto:

Restriction on Stock Sales. Dear SirsSir or Madam: This letter is delivered to you pursuant to: (1) to the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & AssociatesX.X. Xxxxxxxxx + Co., Inc.LLC, the representative (the “Representative”) of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting AgreementsAgreement, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, Stock of the Company (the “Shares”), as described in and a public offering contemplated by the registration statement of 6.75% series B cumulative perpetual convertible preferred stock the Company on Form S-1, File No. 333-201813 (each offeringthe “Registration Statement”), an as filed with the Securities and Exchange Commission on February 2, 2015 (the “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed OfferingsOffering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting placement effort. Therefore, as an inducement to the Underwriters to execute the Underwriting AgreementsAgreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer for saleoffer, sell, pledge contract to sell, pledge, grant any option to purchase or otherwise dispose of or enter into any transaction or device that is designed to, or could be expected to, result in the disposition of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exchangeable for Company Securities or sell or grant options, rights or warrants with respect to any shares of Company Securities or securities convertible into exercisable or exchangeable for Company Securitiesfor, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for a period commencing on the date hereof and ending 90 180 days after the date of the Underwriting AgreementsCompany’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives, Representative or (ii) enter into exercise or seek to exercise or effectuate in any swap manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other derivatives transaction that transfers to another, in whole or in part, disposition of any of the economic benefits or risks of ownership of shares of Lock-Up Shares, whether any such transaction described in clause (i) above Shares or this clause (ii) is to be settled other securities of the Company held by delivery of Company Securities, in cash or otherwisethe undersigned, or (iii) publicly disclose to otherwise participate as a selling security holder in any manner in any registration effected by the intention to do any of Company under the foregoingAct, in each case without including under the prior written consent of Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc. on behalf of the Underwriters and the underwriters of the Series B Preferred StockRegistration Statement, during the Lock-Up Period; notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Xxxxx & Associates and Deutsche Bank Securities Inc., on behalf of the Underwriters and the underwriters of the Series B Preferred Stock, waive such extension in writing. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, and subject to the conditions below, you have agreed that the foregoing restrictions shall not apply to Disposition of Company Securitiesto: