Common use of Restrictions on Public Sale by Holders of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) or any option or right to acquire Registrable Securities) during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s 's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) (or any option or right to acquire Registrable Securities) during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness;. (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgmentdetermines, after consultation with counsel, that the filing of the Shelf a Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information information, which the Company has a bona fide business purpose for preserving as confidential nonpublic or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf a Registration Statement or Prospectus or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf a Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a5(a) is no longer necessary; provided, however, that the Company may not suspend such rights for an aggregate period of more than 90 days in any 12-month period. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Units or Registrable Securities ) (or any option or right to acquire Registrable Securities) (each, a “Transfer”) during the period commencing on the 10th a date day prior to the expected effective date (which date shall be stated in such notice) of the registration statement Registration Statement covering such underwritten primary equity offering or, if such offering shall be a “take-down” from an effective Shelf Registration Statement, a date prior to the expected commencement date of such offering, and ending on the date a date, in each case specified by such managing underwriter in such written request to such Holder, which date . Nothing in this Section 5(b) shall not be later than six months after such expected date read to limit the ability of effectiveness;any Holder to redeem its Units for Shares in accordance with the Partnership Agreement. (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company. (d) In connection with and as a condition to the Company’s obligations under Sections 2 and 3 hereof, (i) such Holder will not offer or sell its Registrable Securities under the applicable Registration Statement unless it has received copies of the applicable Prospectus or any supplemented or amended Prospectus contemplated by Section 3(a) hereof and receives notice that any post-effective amendment has become effective, (ii) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d)(iv) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof and receives notice that any post-effective amendment has become effective, and, if so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice and (iii) such Holder will only sell its Registrable Securities in accordance with the provisions of the Exchange Act and the Securities Act, and the rules and regulations thereunder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If Each Shareholder agrees, in connection with the Company determines Initial Public Offering, and each holder of Registrable Securities and each Carry Vehicle agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated in such notice) of made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Coordination Committee shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in such written request addition to such Holderthe foregoing provisions of this Section 5, which date shall not be later than six months after such expected date the Shareholders and holders of effectiveness; Registrable Securities agree to execute the form so negotiated; provided that each Shareholder (c) In the event that any Holder uses a Prospectus in connection with the offering Initial Public Offering) and sale each holder of Registrable Securities covered by shall execute a substantially identical form of agreement and provided, further, that no material waiver or early termination shall be granted under such Prospectusagreements to one Shareholder unless such waiver or early termination is offered to all Shareholders on the same terms. (b) If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Corporation will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Holder will use only shorter periods as the latest version managing underwriters may agree to with the Coordination Committee) after the effective date of such Prospectus provided to it by the Companyregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Limited Partner agrees with the Company that: (a) If the Board of Directors of the Company determines in its good faith judgment, after consultation with counsel, judgment that the filing of the Shelf Registration Statement under Section 2 15.1 hereof or the use of any Prospectus would materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries, or require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s 's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders Limited Partners to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 15.2 hereof) will be suspended until the date upon which the Company notifies the Holders Limited Partners in writing that suspension of such rights for the grounds set forth in this Section 4(a15.3(a) is no longer necessary, but no such period shall extend for longer than 90 days. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder Limited Partner agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) (or any option or right to acquire Registrable Securities) during the period commencing on the 10th 7th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such HolderLimited Partner, which date shall not be later than six months 90 days after such expected date of effectiveness;. (c) In the event that any Holder Limited Partner uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder Limited Partner will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing With respect to any Underwritten Offering of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Equity Securities pursuant to the Shelf Registration Statement or to require the Company to take action this Agreement (including with respect to the registration or sale of any Registrable Securities a Shelf Offering pursuant to Section 4(c) hereof), the Shelf Registration Statement Company will cause each of its executive officers and directors to sign a customary “lock up” agreement containing provisions consistent with those contemplated pursuant to Section 7(c) and agrees not to (including i) offer, pledge, sell, contract to sell, sell any action contemplated option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, submit or file with the SEC a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by Section 3 hereofdelivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriters of such Underwritten Offering (other than (A) will be suspended until a registration statement on Form S-8 or any successor forms thereto, (B) Common Stock issued upon the exercise of options, (C) the grant by the Company of awards under stock plans and (D) the issuance of Common Stock or other securities in connection with acquisitions, joint ventures or other strategic transactions) for its own account, within 75 days (plus, a then customary “booster shot” extension to the extent required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2241 (or a successor thereto)) after the date upon which of the Company notifies Prospectus (or Prospectus supplement if the Holders in writing that suspension of offering is made pursuant to a Shelf Registration) for such rights for offering except as may otherwise be agreed with the grounds set forth in this Section 4(a) is no longer necessarySponsor. (b) In With respect to any Underwritten Offering of Registrable Debt Securities pursuant to this Agreement (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the case of Company agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, submit or file with the SEC a registration of statement under the Securities Act relating to, any underwritten equity offering proposed debt securities issued or guaranteed by the Company (or any subsidiary or other than any registration by Affiliate of the Company on Form S-8and having a tenor of more than one year, or a successor publicly disclose the intention to make any offer, sale, pledge, disposition, submission or substantially similar formfiling, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any such debt securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such debt securities, in cash or otherwise, without the prior written consent of the Underwriters of such Underwritten Offering (other than the issuance of debt securities in connection with acquisitions, joint ventures or other strategic transactions) for its own account, within 75 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a dividend reinvestment plan)Shelf Registration) for such offering except as may otherwise be agreed with the Sponsor. (c) Each Stockholder of Registrable Equity Securities agrees with all other Stockholders of Registrable Securities and the Company in connection with any Underwritten Offering of Registrable Equity Securities made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, each Holder agreesas applicable, if requested in writing by the managing underwriter or underwriters administering underwriter(s) in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such Underwritten Offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securitiesanother Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity offering Underwritten Offering may be made and ending on continuing for not more than 75 days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a Shelf Registration), plus a then customary “booster shot” extension to the extent required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2241 (or a successor thereto). In connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Sponsor shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 7, the Stockholders agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Sponsor and consistent with the agreement set forth in this Section 7 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines participating in its good faith judgment, after consultation with counsel, that the filing of the Shelf an underwritten offering covered by any Demand Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential Piggyback Registration or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In in the case of the registration of any underwritten equity offering proposed by event the Company (other than any registration by is issuing shares of its capital stock to the Company on Form S-8public in an underwritten offering, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering for such underwritten offering, not to effect (except as part of such underwritten offering or pursuant to Article XI of the Partnership Agreement) any offer, public sale or distribution of Registrable Securities ) or any option securities convertible into or right to acquire exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a "Lock-Out Period") commencing 14 days prior to and ending no more than 90 days subsequent to the date (an "Execution Date") specified in the Lock-Out Notice (as defined below) as the anticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) to be entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to the date of delivery of written notice (a "Lock-Out Notice") by the Company to each Holder of the anticipated execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out Notice unless it is making a good faith effort to effect the offering with respect to which such Lock-Out Notice has been delivered. Notwithstanding the foregoing, the Company may not (a) establish Lock-Out Periods in effect for more than 208 days in the aggregate within any of the consecutive fifteen-month periods commencing on the date of this Agreement and (b) cause any Lock-Out Period to commence (i) during the 45-day period commencing immediately following the expiration of any Lock-Out Period, such 45-day period to be extended by one day for each day of delay pursuant to Section 7(a); or (ii) if the Company shall have been requested to file a Registration Statement pursuant to Section 2 during such 45-day period (as extended), until the earlier of (x) the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the 10th day prior effective date of such Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may be shortened at the Company's sole discretion by written notice to the expected effective date (which date Holders, and the applicable Lock-Out Period shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending deemed to have ended on the date specified such notice is received by the Holders. For the purposes of this Section 6.1, a Lock-Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be deemed to not have been delivered, if, within 30 days of the delivery of a Lock-Out Notice, the Company delivers a written notice (the "Revocation Notice") to the Holders stating that the offering (the "Aborted Offering") with respect to which such managing underwriter in Lock-Out Notice was delivered has not been, or shall not be, consummated; provided, however, that any Lock-Out Period that the Company causes to commence within 45 days of the delivery of such written request Revocation Notice shall be reduced by the number of days pursuant to which the Holders were subject to restrictions on transfer pursuant to this Section 6.1 with respect to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the CompanyAborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 4 (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, or during a postponement of an offering pursuant to Section 4(c), not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 4, the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the expected effective date (which date foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Shareholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 5 and that, in the case of a Marketed Offering, the Company’s Named Executive Officers and directors shall also have executed such form of agreement so negotiated. If any offering pursuant to this Agreement shall be stated in such noticeconnection with: (i) a Marketed Offering (including with respect to the Underwritten Take-Down pursuant to Section 4(a) hereof), the Company will cause each of its Named Executive Officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph and/or (ii) an underwritten offering (including with respect to the Underwritten Take-Down pursuant to Section 4(a) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement covering such underwritten primary equity offering and ending (A) on the date specified by such managing underwriter in such written request to such HolderForm X-0, which date shall not be later than six months after such expected date of effectiveness; Xxxx X-0 or any successor forms thereto or (cB) In the event that any Holder uses a Prospectus filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the date of the Prospectus for such offering and sale except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Shareholder agrees, in connection with the Company that: (a) If the Company determines initial Public Offering, and each holder of Registrable Securities agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any other underwritten Public Offering pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire another any of the economic consequences of owning the Registrable Securities) , or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration statement), pursuant to which date such Public Offering shall be stated in such notice) of made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in to address FINRA regulations regarding the publishing of research, or such written request lesser period as is required by the managing underwriter. If any registration pursuant to such Holder, which date Section 3 of this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Company will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the Company) after the effective date of such Prospectus provided to it registration, plus an extension period, which shall be no longer than 17 days, as may be proposed by the Companymanaging underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Shareholder agrees, in connection with the Company that: (a) If the Company determines Initial Public Offering, and each holder of Registrable Securities agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. Subject to the limitations set forth in such notice) the prior sentence, the Corporation shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the registration statement covering Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided that no Xxxxxxx Shareholder shall be obligated to execute any “lock-up” agreement for any underwritten public offering that is more restrictive than the “lock-up” executed by KKR Shareholders for such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request public offering. If any registration pursuant to such Holder, which date Section 3 of this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the Corporation) after the effective date of such Prospectus registration, provided to it that such period may be extended as may be proposed by the Companymanaging underwriter to address FINRA regulations regarding the publishing of research.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the case of the registration of Company in connection with any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, that if requested in writing by the managing underwriter or underwriters administering in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securitiesanother Person any of the economic consequences of owning Common Shares, or (ii) give any Demand Notice during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity offering may be made and ending on continuing for not more than ninety (90) days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a shelf Registration Statement). In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Shareholder agrees in connection with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities any of the Corporation’s equity securities (or securities convertible into or exchangeable or exercisable for equity) (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning any of the Corporation’s equity securities (or securities convertible into or exchangeable or exercisable for equity), or to give any Demand Notice during the period commencing on the 10th day earlier of (x) the date of the distribution of a preliminary Prospectus in connection with an underwritten offering (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) or (y) the “pricing” of such offering, and continuing for not more than 90 days or such shorter period as set forth in the lock-up agreement used in such offering (with respect to any other offering) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated made. A holder of Registrable Securities shall only be subject to the restrictions provided in the foregoing sentence in respect of any offering to the extent such holder was offered the right to participate in such noticeoffering on a pro rata basis with other holders of Registrable Securities in accordance with and subject to the terms of this Agreement including the priorities set forth in Section 3(b) and Section 4(b) hereof. The holders of a majority of the Registrable Securities proposed to be sold in an underwritten offering shall be responsible for negotiating all “lock-up” agreements with the underwriters applicable to holders of Registrable Securities and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, however, that if any such lock-up agreement (a) provides for exceptions from any restrictions (other than with respect to the Corporation) contained therein, such exceptions shall automatically apply equally to each holder of Registrable Securities, or (b) is terminated for any holder or Person, such termination shall automatically apply to each holder of Registrable Securities; provided, further, that if the managing underwriters in connection with any offering to which this Section 5 applies waive all or any portion of the restrictions contained in any lock-up agreement with respect to any Major Shareholder, the Corporation shall cause such underwriters to concurrently apply the same waiver to the other Major Shareholder and such Major Shareholder shall not effect any transaction permitted by virtue of such waiver until such waiver is applied in the same manner to the other Major Shareholder. If any registration pursuant to Section 3 hereof shall be in connection with any underwritten offering or in connection with any Underwritten Shelf Offering, the Corporation will not effect any public sale or distribution of any equity (or securities convertible into or exchangeable or exercisable for equity) (other than pursuant to a registration statement covering such underwritten primary equity offering and ending (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, the period commencing on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected earlier of (x) the date of effectiveness; (c) In the event that any Holder uses distribution of a preliminary Prospectus in connection with an underwritten offering (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) or (y) the “pricing” of such offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only continuing for not more than 90 days after the latest version date of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees holder of Registrable Securities agrees, in connection with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the Company has a bona fide business purpose for preserving as confidential or applicable provision is in the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planfollowing paragraph), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 10 days prior to the expected effective “pricing” of such offering) and continuing for not more than 90 days (or such shorter period as the managing underwriter may request) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to any other the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holderthis Section 5, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the offering managing underwriter for such offering, a Shareholder that is participating in such Block Sale and (ii) such “lock-up” period shall not exceed 90 days after the trade date in connection with any Block Sale. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Corporation will not effect any public sale or distribution of Registrable Securities covered by such Prospectusany common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, such Holder will use only Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the latest version effective date of such Prospectus provided to it by registration except as may otherwise be agreed between the CompanyCorporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the Company will also not effect any public sale or sale distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (plus, a then customary “booster shot” extension required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2711 (or a successor thereto)) after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the case of the registration of Company in connection with any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, if requested in writing by the managing underwriter or underwriters administering in such offering, it will not to (i) effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securitiesanother Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity public offering may be made and ending on continuing for not more than 90 days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a “shelf” registration), plus a then customary “booster shot” extension required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2711 (or a successor thereto). In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed such form of agreement so negotiated.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees holder of Registrable Securities agrees, in connection with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 10 days prior to the expected effective “pricing” of such offering) and continuing for not more than 90 days (or such shorter period as the managing underwriter may request) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to any other Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holderthis Section 5, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the offering managing underwriter for such offering, a Shareholder that is participating in such Block Sale and (ii) such “lock-up” period shall not exceed 90 days after the trade date in connection with any Block Sale. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Corporation will not effect any public sale or distribution of Registrable Securities covered by such Prospectusany common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, such Holder will use only Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the latest version effective date of such Prospectus provided to it by registration except as may otherwise be agreed between the CompanyCorporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) Underwritten Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In the case Each holder of the registration Registrable Securities agrees with all other holders of any underwritten equity offering proposed by Registrable Securities and the Company (other than in connection with any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable Underwritten Offering made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, that if requested in writing by the managing underwriter or underwriters administering in such offeringUnderwritten Offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution distribution, of Registrable Securities any of the Company’s securities held by such Shareholder (except as part of such Underwritten Offering) or (ii) enter into any option swap or right other arrangement that transfers to acquire Registrable Securities) another Person any of the economic consequences of ownership of such securities during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity offering Underwritten Offering may be made and ending on continuing for not more than ninety (90) days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a shelf Registration Statement). In connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities subject to such Registration Statement shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons in the roles of executive officers and directors.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant agrees to the Shelf Registration Statement or to require the Company to take action enter into a customary letter agreement with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) underwriters providing such Holder will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, public sale or distribution of Registrable Securities ) or any option or right to acquire Registrable Securities) during the 60 calendar day period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending beginning on the date specified of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such managing underwriter Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such written request Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates) holds less than the Threshold Amount of the then-outstanding Registrable Securities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (a) Holder, which date for purposes hereof, shall not be later than six months after deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning this transaction) (a “Walled-Off Person”) and (b) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled-Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding this transaction provided by Holder to such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyentity.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Member agrees, in connection with the Company that: (a) If the Company determines Initial Public Offering, and each holder of Registrable Securities agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to give any option or right to acquire Registrable Securities) Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than fourteen (14) days prior to the expected effective “pricing” of such offering) and continuing for not more than one hundred eighty (180) days (with respect to the Initial Public Offering) or one hundred twenty (120) days (with respect to any underwritten public offering other than the Initial Public Offering made prior to the second anniversary of the Initial Public Offering) or ninety (90) days (with respect to any underwritten public offering made after the second anniversary of the Initial Public Offering) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which date such public offering shall be stated in made or such notice) lesser period as is required by the managing underwriter (such one hundred eighty day period, one hundred and twenty day period or ninety day period (as applicable), the “Initial Lock-Up Period”); provided, however, that all officers and directors of the registration statement covering Company must be subject to similar restrictions; provided further, however, that if (a) during the last seventeen (17) days of the Initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (b) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Initial Lock-Up Period, then in each case, if the managing underwriter or underwriters of such underwritten primary equity offering and ending so request(s), the Initial Lock-Up Period will be extended until the expiration of the eighteen (18)-day period beginning on the date specified by such of release of the earnings results or the occurrence of the material news or material event, as applicable, if the managing underwriter underwriters request, in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectuswriting, such Holder will use only the latest version of such Prospectus provided to it by the Companyextension.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Shareholder agrees, in connection with the Company that: (a) If the Company determines Initial Public Offering, and each holder of Registrable Securities agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. GP shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that (i) the terms and conditions of such “lock-up” agreements applicable to the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholders”) shall be substantially the same in all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such notice) “lock-up” agreements that apply to Locked-Up Shareholders shall apply to all Locked-Up Shareholders on substantially the same terms with regard to one another. If any registration pursuant to Section 3 of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the GP) after the effective date of such Prospectus provided to it by registration except as may otherwise be agreed between the CompanyCorporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 3 and Section 4(a), respectively (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Class A Common Stock, or to give any Demand Notice during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than 90 days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made, plus, a then customary “booster shot” extension required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2711 (or a successor thereto). In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the expected effective date (which date foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Shareholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 5 and that, in the case of a Marketed Offering, the Company’s executive officers and directors shall also have executed such form of agreement so negotiated. If any registration pursuant to Section 3 of this Agreement shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the Company will cause each of its executive officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph and (ii) underwritten offering and (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (plus, a then customary “booster shot” extension required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2711 (or a successor thereto)) after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the Company will also not effect any public sale or sale distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (plus, a then customary “booster shot” extension to the extent required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2711 (or a successor thereto)) after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the case of the registration of Company in connection with any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, if requested in writing by the managing underwriter or underwriters administering in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securitiesanother Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity public offering may be made and ending on continuing for not more than 90 days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a “shelf” registration), plus a then customary “booster shot” extension to the extent required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2711 (or a successor thereto). In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is participating in an Underwritten Offering and is included in a Registration Statement agrees to enter into a customary letter agreement (each, a “Lockup”) with underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action Commission with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension pricing of such rights for Underwritten Offering; provided, however, that, notwithstanding the grounds foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed, (ii) the restrictions set forth in this Section 4(a2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder and (iii) is no longer necessary. each Lockup shall include customary carve-outs, including: (bA) In the case pledge, encumbrance, hypothecation, or mortgage of all or any portion of the registration of any underwritten equity offering proposed Class A Common Units or Class A Convertible Preferred Units held by the Company (other than any registration by the Company on Form S-8, such Holder or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant its Affiliate to any such plan unaffiliated third party in a bona fide transaction or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) or any option or right to acquire Registrable Securities) during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered a Permitted Transaction or Permitted Loan for obligations owed by such Prospectus, Holder or its Affiliate; (B) the transfer any Class A Common Units or Class A Convertible Preferred Units held by such Holder will use only or its Affiliate to any Person in connection with a Permitted Transaction or a Permitted Loan; (C) the latest version foreclosure on any pledged Class A Common Units or Class A Convertible Preferred Units (and/or any sale thereof) by any pledgee under a Permitted Transaction or Permitted Loan; and (D) the transfer of Class A Common Units or Class A Convertible Preferred Units by a pledgee or counterparty who has foreclosed or exercised remedies or other rights on any such Prospectus provided to it by the Companypledged or transferred Class A Common Units or Class A Convertible Preferred Units.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); or (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In the case of the registration of Each Shareholder agrees, in connection with any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, that, if requested in writing by the managing underwriter or underwriters administering in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securitiesanother Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity offering may be made and ending on continuing for not more than thirty (30) days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a shelf Registration Statement). In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, as applicable, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines participating in its good faith judgment, after consultation with counsel, that the filing of the Shelf an underwritten offering covered by any Demand Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential Piggyback Registration or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In in the case of the registration of any underwritten equity offering proposed by event the Company (other than any registration by is issuing shares of its capital stock to the Company on Form S-8public in an underwritten offering, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering for such underwritten offering, not to effect (except as part of such underwritten offering) any offer, public sale or distribution of Registrable Securities ) or any option securities convertible into or right to acquire exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a “Lock-Out Period”) commencing no more than 14 days prior to and ending no more than 90 days subsequent to the date (an “Execution Date”) specified in the Lock-Out Notice (as defined below) as the anticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) to be entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to the date of delivery of written notice (a “Lock-Out Notice”) by the Company to each Holder of the anticipated execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out Notice unless it is making a good faith effort to effect the offering with respect to which such Lock-Out Notice has been delivered. Notwithstanding the foregoing, the Company may not (a) establish Lock-Out Periods in effect for more than 208 days in the aggregate within any of the consecutive fifteen-month periods commencing on the date of this Agreement and (b) cause any Lock-Out Period to commence (i) during the 45-day period commencing immediately following the expiration of any Lock-Out Period, such 45-day period to be extended by one day for each day of delay pursuant to Section 7(a); or (ii) if the Company shall have been requested to file a registration statement pursuant to Section 2 during such 45-day period (as extended), until the earlier of (x) the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the 10th day prior effective date of such registration statement. Notwithstanding the foregoing, any Lockout Period may be shortened at the Company’s sole discretion by-written notice to the expected effective date (which date Holders, and the applicable Lock-Out Period shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending deemed to have ended on the date specified such notice is received by the Holders. For the purposes of this Section 6.1, a Lock-Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be deemed to not have been delivered, if, within 30 days of the delivery of a Lock-Out Notice, the Company delivers a written notice (the “Revocation Notice”) to the Holders stating that the offering (the “Aborted Offering”) with respect to which such managing underwriter in Lock-Out Notice was delivered has not been, or shall not be, consummated; provided, however, that any Lock-Out Period that the Company causes to commence within 45 days of the delivery of such written request Revocation Notice shall be reduced by the number of days pursuant to which the Holders were subject to restrictions on transfer pursuant to this Section 6.1 with respect to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the CompanyAborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines participating in its good faith judgment, after consultation with counsel, that the filing of the Shelf an underwritten offering covered by any Demand Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential Piggyback Registration or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In in the case of the registration of any underwritten equity offering proposed by event the Company (other than any registration by is issuing shares of its capital stock to the Company on Form S-8public in an underwritten offering, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering for such underwritten offering, not to effect (except as part of such underwritten offering or pursuant to Article XII of the Partnership Agreement) any offer, public sale or distribution of Registrable Securities ) or any option securities convertible into or right to acquire exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a "Lock-Out Period") commencing on the 10th day 14 days prior to and ending no more than 90 days subsequent to the expected effective date (which an "Execution "Date") specified in the Lock-Out Notice (as defined below) as the anticipated date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering execution and ending on delivery of the date specified by such managing underwriter in such written request underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such Holder, which date shall not underwriting agreement) to be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to the date of delivery of written notice (a "Lock-Out Notice") by the Company to each Holder of the anticipated execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out Notice unless it is making a good faith effort to effect the offering and sale of Registrable Securities covered by with respect to which such ProspectusLock-Out Notice has been delivered. Notwithstanding the foregoing, such Holder will use only the latest version of such Prospectus provided to it by the Company.Company may not (a) establish Lock-Out Periods in

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder The Preferred Unit Recipient agrees with the Company that: (ai) If the Board of Directors of the Company determines in its good faith judgment, after consultation with counsel, judgment that the filing of the Shelf Registration Statement under Section 2 SECTION 3(a) hereof or the use of any Prospectus would materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries, or require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s 's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights right of the Holders Preferred Unit Recipient to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 SECTION 3(b) hereof) will be suspended until the date upon which the Company notifies the Holders Preferred Unit Recipient in writing that suspension of such rights for the grounds set forth in this Section 4(aSECTION 3(c)(i) is no longer necessary, but in any event, no such period shall extend for longer than 45 days; PROVIDED the Company may deliver only two such notices in any twelve month period. (bii) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (iA) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (iiB) a dividend reinvestment plan), each Holder the Preferred Unit Recipient agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) (or any option or right to acquire Registrable Securities) during the period commencing on the 10th seventh day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holderthe Preferred Unit Recipient, which date shall not be later than six months 45 days after such expected date dated of effectiveness;effectiveness or the commencement of the offering, as the case may be. (ciii) In the event that any Holder the Preferred Unit Recipient uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder the Preferred Unit Recipient will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees holder of Registrable Securities agrees, in connection with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), pursuant to which date such Public Offering shall be stated made, or such lesser period as is required by the managing underwriter. GP shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided that (i) the terms and conditions of such “lock-up” agreements applicable to the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholders”) shall be substantially the same in all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such notice) “lock-up” agreements that apply to Locked-Up Shareholders shall apply to all Locked-Up Shareholders on substantially the same terms with regard to one another. If any registration pursuant to Section 3 of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the GP) after the effective date of such Prospectus provided to it by registration except as may otherwise be agreed between the CompanyCorporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Registration Partner agrees with the Company ProLogis that: (a) If the Company Board of Trustees of ProLogis determines in its good faith judgment, after consultation with counsel, judgment that the filing of the Shelf Registration Statement under Section 2 15.1 hereof or the use of any Prospectus would materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving ProLogis or any of its subsidiaries, or require the disclosure of important information which the Company ProLogis has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ProLogis' ability to consummate a significant transaction, upon written notice of such determination by the CompanyProLogis, the rights of the Holders Registration Partners to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company ProLogis to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 15.2 hereof) will be suspended until the date upon which the Company ProLogis notifies the Holders Registration Partners in writing that suspension of such rights for the grounds set forth in this Section 4(a15.3(a) is no longer necessary, but no such period shall extend for longer than 90 days. (b) In the case of the registration of any underwritten equity offering proposed by the Company ProLogis (other than any registration by the Company ProLogis on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder Registration Partner agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) (or any option or right to acquire Registrable Securities) during the period commencing on the 10th 7th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such HolderRegistration Partner, which date shall not be later than six months 90 days after such expected date of effectiveness;. (c) In the event that any Holder Registration Partner uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder Registration Partner will use only the latest version of such Prospectus provided to it by the CompanyProLogis.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing With respect to any Underwritten Offering of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action this Agreement (including with respect to the registration or sale of any Registrable Securities a Shelf Offering pursuant to Section 4(c) hereof), the Shelf Registration Statement Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to this Section 7 and agrees not to (including i) offer, pledge, sell, contract to sell, sell any action contemplated option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, submit or file with the SEC a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by Section 3 hereofdelivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriters of such Underwritten Offering (other than (A) will be suspended until a registration statement on Form S-8 or any successor forms thereto, (B) Common Stock issued upon the exercise of options, (C) the grant by the Company of awards under stock plans and (D) the issuance of Common Stock or other securities in connection with acquisitions, joint ventures or other strategic transactions) for its own account, within ninety (90) days after the date upon which of the Company notifies Prospectus (or Prospectus supplement if the Holders in writing that suspension of offering is made pursuant to a Shelf Registration) for such rights for offering except as may otherwise be agreed with the grounds set forth in this Section 4(a) is no longer necessarySponsor Group. (b) In the case Each Stockholder of the registration Registrable Securities agrees with all other Stockholders of any underwritten equity offering proposed by Registrable Securities and the Company (other than in connection with any registration by the Company on Form S-8, or a successor or substantially similar form, Underwritten Offering of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable Registrable Securities made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, if requested in writing by the managing underwriter or underwriters administering underwriter(s) in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such Underwritten Offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securitiesanother Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity offering Underwritten Offering may be made and ending on continuing for not more than ninety (90) days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus (or Prospectus supplement if the offering is made pursuant to a Shelf Registration). In connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the applicable Sponsor shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 7, the Stockholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to it by the applicable Sponsor and consistent with the agreement set forth in this Section 7 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines participating in its good faith judgment, after consultation with counsel, that the filing of the Shelf an underwritten offering covered by any Demand Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential Piggyback Registration or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In in the case of the registration of any underwritten equity offering proposed by event the Company (other than any registration by is issuing shares of its capital stock to the Company on Form S-8public in an underwritten offering, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering for such underwritten offering, not to effect (except as part of such underwritten offering or pursuant to Article XII of the Partnership Agreement) any offer, public sale or distribution of Registrable Securities ) or any option securities convertible into or right to acquire exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a “Lock-Out Period”) commencing 14 days prior to and ending no more than 90 days subsequent to the date (an “Execution Date”) specified in the Lock-Out Notice (as defined below) as the anticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) to be entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to the date of delivery of written notice (a “Lock-Out Notice”) by the Company to each Holder of the anticipated execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out Notice unless it is making a good faith effort to effect the offering with respect to which such Lock-Out Notice has been delivered. Notwithstanding the foregoing, the Company may not (a) establish Lock-Out Periods in effect for more than 208 days in the aggregate within any of the consecutive fifteen-month periods commencing on August 7, 1997 and (b) cause any Lock-Out Period to commence (i) during the 45-day period commencing immediately following the expiration of any Lock-Out Period, such 45-day period to be extended by one day for each day of delay pursuant to Section 7 (a); provided, however that in no event shall such extension exceed 90 days; provided, further, however, that such 90-day limit on extensions shall terminate on December 31, 1998; or (ii) if the 10th Company shall have been requested to file a Registration Statement pursuant to Section 2 during such 45-day prior period (as extended), until the earlier of (x) the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may be shortened at the Company’s sole discretion by written notice to the expected effective date (which date Holders, and the applicable Lock-Out Period shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending deemed to have ended on the date specified such notice is received by the Holders. For the purposes of this Section 6.1, a Lock-Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be deemed to not have been delivered, if, within 30 days of the delivery of a Lock-Out Notice, the Company delivers a written notice (the “Revocation Notice”) to the Holders stating that the offering (the “Aborted Offering”) with respect to which such managing underwriter in Lock-Out Notice was delivered has not been, or shall not be, consummated; provided, however, that any Lock-Out Period that the Company causes to commence within 45 days of the delivery of such written request Revocation Notice shall be reduced by the number of days pursuant to which the Holders were subject to restrictions on transfer pursuant to this Section 6.1 with respect to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the CompanyAborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing holder of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities agrees, in connection with any Underwritten Offering of Common Stock pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf a Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders whether or not such holder elected to include Registrable Securities in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planRegistration Statement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such offeringin an Underwritten Offering, not to effect any offer, public sale or distribution of any Registrable Securities ) (except as part of such Underwritten Offering), including a sale pursuant to Rule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Corporation or any option securities convertible into or right exchangeable or exercisable for any equity securities of the Corporation without the prior written consent of the Corporation or such underwriter, as the case may be, or to acquire Registrable Securities) give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated in such notice) of made, plus an extension period, which shall be no longer than 15 days, as may be proposed by the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in to address FINRA regulations regarding the publication of research, or such written request lesser period as is required by the managing underwriter. If any registration pursuant to such Holder, which date Section 3 of this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectusshorter Table of Contents periods as the managing underwriters may agree to with the Corporation’s Board of Directors or appropriate coordination committee, such Holder will use only as applicable) after the latest version effective date of such Prospectus provided to it by the Companyregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines Company, in its good faith judgment, after consultation determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with counselany material financing, acquisition or other transaction then under active negotiation by the Company (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration, or any other registration in which holders have requested to have Registrable Securities included until such Valid Business Reason no longer exists, but in no event for more than 120 days, and in no event more than once in any 18 month period. No registration postponed pursuant to this Section 7 shall be deemed a Demand Registration until the effectiveness of the registration statement relating thereto. The Company shall give written notice to the holders who have Registrable Securities registered of its determination to postpone or withdraw a registration statement and of the fact that the filing of the Shelf Registration Statement under Section 2 hereof Valid Business Reason for such postponement or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is withdrawal no longer necessary.exists, in each case, promptly after the occurrence thereof (b) In the case event that the Company initiates an Initial Public Offering, no Shareholder shall transfer any securities without the prior written consent of the registration of any underwritten equity underwriters managing the offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or for a period beginning seven (7) days immediately preceding and ending on the one hundred and eightieth (180th) day following the effectiveness of securities issued or issuable pursuant to any such plan or the Registration Statement filed in connection with the Initial Public Offering; and (ii) for a dividend reinvestment plan)period beginning seven (7) days immediately preceding and ending on the one hundred and eightieth (180th) day following the effectiveness of the Registration Statement filed in connection with any subsequent public offering, each Holder agrees, if requested or such lesser period as may be consented to in writing by the underwriters managing underwriter or underwriters administering such subsequent public offering. Subject to provisions herein with respect to priority of registration, not in the event market stand off terms to effect any offerwhich officers, sale or distribution directors and employees of Registrable Securities the Company are subject are more favorable than those terms contained in this Section 7(b), the terms in this Section 7(b) or any option or right to acquire Registrable Securities) during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in revised such notice) that such terms shall be equivalent to those available to officers, directors and employees of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 2(b) and Section 2(c)(i), respectively (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Series B Preferred Stock or Class A Common Stock, or to give any Demand Notice during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than ninety (90) days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b) or Section 2(c), the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the expected effective date (which date foregoing provisions of this Section 2(d), the Stockholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Stockholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 2(d) and that, in the case of a Marketed Offering, the Company’s executive officers and directors shall also have executed such form of agreement so negotiated. If any registration pursuant to Section 2(b) of this Agreement shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Company will cause each of its executive officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph, and (ii) underwritten offering and (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form S-8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 3 and Section 4(a), respectively (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Company Common Stock, or to give any Demand Notice during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than 90 days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters in customary form and, in addition to the expected effective date (which date foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided that the form so negotiated is consistent in all material respects with the agreement set forth in this Section 5 and that, in the case of a Marketed Offering, the Company’s executive officers and directors shall also have executed such form of agreement so negotiated. If any registration pursuant to Section 3 of this Agreement shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 3(f) hereof), the Company will cause each of its executive officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph and (ii) underwritten offering and (including with respect to a Shelf Offering pursuant to Section 3(f) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines participating in its good faith judgment, after consultation with counsel, that the filing of the Shelf an underwritten offering covered by any Demand Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential Piggyback Registration or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In in the case of the registration of any underwritten equity offering proposed by event the Company (other than any registration by is issuing shares of its capital stock to the Company on Form S-8public in an underwritten offering, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering for such underwritten offering, not to effect (except as part of such underwritten offering or pursuant to Article XI of the Partnership Agreement) any offer, public sale or distribution of Registrable Securities ) or any option securities convertible into or right to acquire exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a “Lock-Out Period”) commencing 14 days prior to and ending no more than 90 days subsequent to the date (an “Execution Date”) specified in the Lock-Out Notice (as defined below) as the anticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) to be entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to the date of delivery of written notice (a “Lock-Out Notice”) by the Company to each Holder of the anticipated execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out Notice unless it is making a good faith effort to effect the offering with respect to which such Lock-Out Notice has been delivered. Notwithstanding the foregoing, the Company may not (a) establish Lock-Out Periods in effect for more than 208 days in the aggregate within any of the consecutive fifteen-month periods commencing on the date of this Agreement and (b) cause any Lock-Out Period to commence (i) during the 45-day period commencing immediately following the expiration of any Lock-Out Period, such 45-day period to be extended by one day for each day of delay pursuant to Section 7(a); or (ii) if the Company shall have been requested to file a Registration Statement pursuant to Section 2 during such 45-day period (as extended), until the earlier of (x) the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the 10th day prior effective date of such Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may be shortened at the Company’s sole discretion by written notice to the expected effective date (which date Holders, and the applicable Lock-Out Period shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending deemed to have ended on the date specified such notice is received by the Holders. For the purposes of this Section 6.1, a Lock-Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be deemed to not have been delivered, if, within 30 days of the delivery of a Lock-Out Notice, the Company delivers a written notice (the “Revocation Notice”) to the Holders stating that the offering (the “Aborted Offering”) with respect to which such managing underwriter in Lock-Out Notice was delivered has not been, or shall not be, consummated; provided, however, that any Lock-Out Period that the Company causes to commence within 45 days of the delivery of such written request Revocation Notice shall be reduced by the number of days pursuant to which the Holders were subject to restrictions on transfer pursuant to this Section 6.1 with respect to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the CompanyAborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing holder of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such offeringin an underwritten offering pursuant to a Demand Registration, not to effect any offer, public sale or distribution of Registrable Securities ) any shares of Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another Person any of the economic consequences of owning shares of Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than fourteen (14) days prior to the expected effective “pricing” of such offering, as determined in the Company’s good faith and reasonable judgment) and continuing for not more than ninety (90) days after the date of the Prospectus relating to such offering (or final Prospectus supplement if such offering is made pursuant to a shelf registration statement) pursuant to which date such offering shall be stated made, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Company shall be responsible for negotiating all “lock-up” agreements with the underwriters, which agreements shall be on customary terms, and each holder of Registrable Securities shall be subject to substantially similar terms (in a proportionate manner) thereunder. The Company shall give each holder of Registrable Securities a reasonable opportunity to review and comment on such notice) “lock-up” agreements (other than any terms or provisions therein relating to the duration of the registration statement covering lock-up period) and shall use reasonable best efforts to incorporate any such underwritten primary equity offering comments. Subject to the foregoing provisions of this Section 4, each holder of Registrable Securities shall be required to execute the form so negotiated if (and ending on only if) each director and each executive officer of the date specified by Company also executes such managing underwriter form. Notwithstanding anything to the contrary set forth herein, in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that the Company or underwriters release any Holder uses a Prospectus in connection with the offering and sale holder of Registrable Securities covered by such Prospectus, such Holder will use only or any director or executive officer of the latest version Company that is party to a “lock-up” agreement from any or all of such Prospectus provided party’s obligations thereunder, all holders of Registrable Securities shall be similarly released from their obligations thereunder in the same manner and to it by the Companysame extent as such released party, and each “lock-up” agreement shall contain a provision to such effect.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees holder of Registrable Securities agrees, in connection with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Corporation shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that (i) the terms and conditions of such “lock-up” agreements applicable to the Sponsor Investor Shareholder, OP Trust and BTGI (“Locked-Up Shareholders”) shall be substantially the same in all material respects; (ii) any discretionary waiver or termination of the restrictions contained in such notice“lock-up” agreements that apply to Locked-Up Shareholders shall apply to all Locked-Up Shareholders on substantially the same terms with regard to one another; and (iii) the terms and conditions of such “lock-up” agreements applicable to Management Shareholders shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to the Locked-Up Shareholders. If any registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request pursuant to such Holder, which date Section 3 of this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by such Prospectusany common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, such Holder will use only Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the latest version effective date of such Prospectus provided to it by registration except as may otherwise be agreed between the CompanyCorporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If To the extent not inconsistent with applicable law, each Participating Holder Party hereto and each Major Holder who has been offered the opportunity but declined to have its Registrable Securities included in a registration statement agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Act, during the [five (5)] Business Days prior to, and during the [thirty (30)] day period beginning on, the effective date of a registration statement filed by the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving (except as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice part of such determination registration), if and to the extent timely notified in writing by the Company, in the rights case of a non-underwritten public offering, or by the Holders to offermanaging underwriter or underwriters, sell or distribute any Registrable Securities pursuant to in the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale case of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryan underwritten public offering. (b) In the case The foregoing provisions of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant this Section 4.1 shall not apply to any Holder if such plan Major Holder is prevented by applicable statute or (ii) regulation from entering into any such agreement; provided, however, that any Major Holder whose Registrable Securities are included in a dividend reinvestment plan)registration statement shall undertake, each Holder agrees, if requested in writing by the managing underwriter or underwriters administering its request to participate in any such public offering, not to effect any offer, public sale or distribution (except as a part of such registration) of Registrable Securities ) or any option or right to acquire Registrable Securities) during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in of effectiveness of such notice) of the registration statement covering such underwritten primary equity offering and ending on a date that is [one hundred eighty (180) days after the date specified by of the final prospectus relating to the offering], unless it has provided forty-five (45) days' prior written notice of such sale to the Company in the case of a non-underwritten public offering, or the managing underwriter or underwriters, in such written request to such Holder, which date shall not be later than six months after such expected date the case of effectiveness;an underwritten public offering. (c) In Subject to the event provisions of this Section 4.1(c), the Company shall be entitled to require that the Major Holders refrain from effecting any Holder uses a Prospectus in connection with the offering and sale sales or distributions of their Registrable Securities covered by in a registered public offering if the Board of Directors of the Company in good faith determines that such Prospectuspublic sales or distributions would interfere in any material respect with a transaction material to the Company, and the Company gives the Major Holders written notice thereof, including notice specifying the period of time that the Major Holders shall refrain from effecting such Holder will use only public sales or distributions (a "Material Development Election"). The restrictions on each Major Holder's ability to sell Registrable Securities set forth in this Section 4.1(c) may remain in effect, without limitation, from the latest version date of issuance of the Registrable Securities until the date that is [180] days from such Prospectus provided to it date (the "Restricted Period"). At any time after the expiration of the Restricted Period, the Company may exercise a Material Development Election, and, in such event, Major Holders shall refrain from effecting any sale or distribution in a registered public offering for the period during which such Material Development Election remains in effect; provided, however, that, except as contemplated by the Company.next succeeding sentence and excluding the Restricted Period, no Major Holder shall in any event be prevented from selling Registrable Securities in a registered public offering more than

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Board of Directors of the Company determines in its good faith judgment, after consultation with counsel, judgment that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries, or require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s 's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a6(a) is no longer necessary, but no such period shall extend for longer than 90 days. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) (or any option or right to acquire Registrable Securities) during the period commencing on the 10th 7th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months 90 days after such expected date of effectiveness;. (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 2(b) and Section 2(c)(i), respectively (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Series A Preferred Stock or Class A Common Stock, or to give any Demand Notice during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than ninety (90) days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b) or Section 2(c), the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the expected effective date (which date foregoing provisions of this Section 2(d), the Stockholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Stockholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 2(d) and that, in the case of a Marketed Offering, the Company’s executive officers and directors shall also have executed such form of agreement so negotiated. If any registration pursuant to Section 2(b) of this Agreement shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Company will cause each of its executive officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph, and (ii) underwritten offering and (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Schedule C shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); or (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within sixty (60) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In the case of the registration of Each Shareholder agrees, in connection with any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4 of this Schedule C, each Holder agreesas applicable, that, if requested in writing by the managing underwriter or underwriters administering in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of any of the Company’s securities (except as part of such underwritten offering), including, without limitation, a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period(s) set forth under Section 3(f)(B) hereof. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 of this Schedule C, the Company, or, if Shareholders will be selling more Registrable Securities ) or any option or right to acquire in the offering than the Company, Shareholders holding a majority of the Registrable Securities) during Securities shall be responsible for negotiating all “lock-up” agreements with the period commencing on the 10th day prior underwriters and, in addition to the expected effective date (which date shall be stated in such notice) foregoing provisions of this Section 5, the registration statement covering such underwritten primary equity offering Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection consistent with the offering agreement set forth in this Section 5 and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, as applicable, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Shareholder agrees, in connection with the Company that: (a) If the Company determines Initial Public Offering, and each holder of Registrable Securities agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which date such public offering shall be stated in such notice) of made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Coordination Committee shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in such written request addition to such Holderthe foregoing provisions of this Section 5, which date the Shareholders and holders of Registrable Securities agree to execute the form so negotiated. If any registration pursuant to Section 3 of this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the Coordination Committee) after the effective date of such Prospectus provided to it by the Companyregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) Underwritten Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form F-4, Form S-8 or any successor forms thereto or (B) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In the case Each holder of the registration Registrable Securities agrees with all other holders of any underwritten equity offering proposed by Registrable Securities and the Company (other than in connection with any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable Underwritten Offering made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4, each Holder agreesas applicable, that if requested in writing by the managing underwriter or underwriters administering in such offeringUnderwritten Offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution distribution, of Registrable Securities any of the Company’s securities held by such Shareholder (except as part of such Underwritten Offering) or (ii) enter into any option swap or right other arrangement that transfers to acquire Registrable Securities) another Person any of the economic consequences of ownership of such securities during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering Prospectus pursuant to which such underwritten primary equity offering Underwritten Offering may be made and ending on continuing for not more than ninety (90) days after the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided (or Prospectus supplement if the offering is made pursuant to it by a shelf Registration Statement). In connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities subject to such Registration Statement shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons in the roles of executive officers and directors.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines participating in its good faith judgment, after consultation with counsel, that the filing of the Shelf an underwritten offering covered by any Demand Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential Piggyback Registration or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In in the case of the registration of any underwritten equity offering proposed by event the Company (other than any registration by is issuing shares of its capital stock to the Company on Form S-8public in an underwritten offering, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering for such underwritten offering, not to effect (except as part of such underwritten offering or pursuant to Article XII of the Partnership Agreement) any offer, public sale or distribution of Registrable Securities ) or any option securities convertible into or right to acquire exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a "Lock-Out Period") commencing 14 days prior to and ending no more than 90 days subsequent to the date (an "Execution Date") specified in the Lock-Out Notice (as defined below) as the anticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) to be entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to the date of delivery of written notice (a "Lock-Out Notice") by the Company to each Holder of the anticipated execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out Notice unless it is making a good faith effort to effect the offering with respect to which such Lock-Out Notice has been delivered. Notwithstanding the foregoing, the Company may not (a) establish Lock-Out Periods in effect for more than 208 days in the aggregate within any of the consecutive fifteen-month periods commencing on August 7, 1997 and (b) cause any Lock-Out Period to commence (i) during the 45-day period commencing immediately following the expiration of any Lock-Out Period, such 45-day period to be extended by one day for each day of delay pursuant to Section 7(a); provided, however, that in no event shall such extension exceed 90 days; provided, further, however, that such 90-day limit on extensions shall terminate on December 31, 1998; or (ii) if the 10th Company shall have been requested to file a Registration Statement pursuant to Section 2 during such 45-day prior period (as extended), until the earlier of (x) the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may be shortened at the Company's sole discretion by written notice to the expected effective date (which date Holders, and the applicable Lock-Out Period shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending deemed to have ended on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it notice is received by the Company.Holders. For the purposes of this Section 6.1, a Lock-Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be deemed to not have been delivered, if, within 30 days of the delivery of a Lock-Out Notice, the Company delivers a written notice (the "Revocation Notice") to the Holders stating

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees holder of Registrable Securities agrees, in connection with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), pursuant to which date such Public Offering shall be stated made, or such lesser period as is required by the managing underwriter. GP shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; providedthat (i) the terms and conditions of such “lock-up” agreements applicable to the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholders”) shall be substantially the same in all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such notice) “lock-up” agreements that apply to Locked-Up Shareholders shall apply to all Locked-Up Shareholders on substantially the same terms with regard to one another. If any registration pursuant to Section 3 of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the GP) after the effective date of such Prospectus provided to it by registration except as may otherwise be agreed between the CompanyCorporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgmentdetermines, after consultation with counsel, that the filing of the Shelf a Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information information, which the Company has a bona fide business purpose for preserving as confidential nonpublic or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf a Registration Statement or Prospectus or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf a Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a5(a) is no longer necessary; provided, however, that the Company may not suspend such rights for an aggregate period of more than 90 days in any 12-month period. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale “lock up” or distribution of Registrable Securities ) or any option or right to acquire Registrable Securities) similar arrangement requested by such underwriter during the period commencing on the 10th a date day prior to the expected effective date (which date shall be stated in such notice) of the registration statement Registration Statement covering such underwritten primary equity offering or, if such offering shall be a “take-down” from an effective Shelf Registration Statement, a date prior to the expected commencement date of such offering, and ending on the date a date, in each case specified by such managing underwriter in such written request to such Holder, which date . Nothing in this Section 5(b) shall not be later than six months after such expected date read to limit the ability of effectiveness;any Holder to redeem its Units for Shares in accordance with the Partnership Agreement. (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company. (d) In connection with and as a condition to the Company’s obligations under Sections 2 and 3 hereof, (i) such Holder will not offer or sell its Registrable Securities under the applicable Registration Statement unless it has received copies of the applicable Prospectus or any supplemented or amended Prospectus contemplated by Section 3.1(a) hereof and receives notice that any post-effective amendment has become effective, (ii) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(e)(iv) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3.1(h) hereof and receives notice that any post-effective amendment has become effective, and, if so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice and (iii) such Holder will only sell its Registrable Securities in accordance with the provisions of the Exchange Act and the Securities Act, and the rules and regulations thereunder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a1) If the Company determines in its good faith judgmentdetermines, after consultation with counsel, that the filing of the Shelf a Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information information, which the Company has a bona fide business purpose for preserving as confidential nonpublic or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf a Registration Statement or Prospectus or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf a Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a5(1) is no longer necessary; provided, however, that the Company may not suspend such rights for an aggregate period of more than 90 days in any 12-month period. (b2) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan)Company, each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale “lock up” or distribution of Registrable Securities ) or any option or right to acquire Registrable Securities) similar arrangement requested by such underwriter during the period commencing on the 10th a date day prior to the expected effective date (which date shall be stated in such notice) of the registration statement Registration Statement covering such underwritten primary equity offering or, if such offering shall be a “take-down” from an effective Shelf Registration Statement, a date prior to the expected commencement date of such offering, and ending on the date a date, in each case specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company.. Nothing in

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s 's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of Registrable Securities ) or any option or right to acquire Registrable Securities) during the period commencing on the 10th day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with the offering and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Company.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities registration pursuant to the Shelf Registration Statement Section 3 or to require the Company to take action Section 4 of this Schedule C shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the registration Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); or (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within sixty (60) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessaryoffering. (b) In the case of the registration of Each Shareholder agrees, in connection with any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any such plan a Registration Statement filed pursuant to Section 3 or (ii) a dividend reinvestment plan)Section 4 of this Schedule C, each Holder agreesas applicable, that, if requested in writing by the managing underwriter or underwriters administering in such offering, it will not (i) subject to customary exceptions, effect any offer, public sale or distribution of any of the Company’s securities (except as part of such underwritten offering), including, without limitation, a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period(s) set forth under Section 3(f)(B) hereof. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 of this Schedule C, the Company, or, if Shareholders will be selling more Registrable Securities ) or any option or right to acquire in the offering than the Company, Shareholders holding a majority of the Registrable Securities) during Securities shall be responsible for negotiating all “lock-up” agreements with the period commencing on the 10th day prior underwriters and, in addition to the expected effective date (which date shall be stated in such notice) foregoing provisions of this Section 5, the registration statement covering such underwritten primary equity offering Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection consistent with the offering agreement set forth in this Section 5 and sale of Registrable Securities covered by such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, as applicable, subject to customary exceptions applicable to natural persons.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Stockholder agrees, in connection with the Company that: (a) If the Company determines in its good faith judgmentan IPO, after consultation with counsel, that the filing and each holder of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action agrees, in connection with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (ian IPO) an employee stock option, stock purchase or compensation plan or of securities issued or issuable made pursuant to any a Registration Statement filed pursuant to Section 3 or Section 4 (whether or not such plan or (ii) a dividend reinvestment planholder elected to include Registrable Securities in such Registration Statement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another Person any of the economic consequences of owning shares of Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than fourteen (14) days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days, with respect to an IPO, or ninety (90) days, with respect to any underwritten offering other than an IPO, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which date such offering shall be stated in made, plus an extension period, which shall be no longer than 34 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such notice) lesser period as is required by the managing underwriter. The Corporation shall be responsible for negotiating all “lock-up” agreements with the underwriters, which agreements shall be on customary terms and each of the registration statement covering Stockholders shall be subject to substantially similar terms (in a proportionate manner) thereunder. The Corporation shall give each of the Apollo Stockholder and the Principal Stockholders a reasonable opportunity to review and comment on such underwritten primary equity offering “lock-up” agreements (other than any terms or provisions therein relating to the duration of the lock-up period) and ending on shall use commercially reasonable efforts to incorporate any such comments. In addition to the date specified by such managing underwriter foregoing provisions of this Section 5, the Stockholders agree to execute the form so negotiated. Notwithstanding anything to the contrary set forth herein, in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that the Corporation or underwriters release any Holder uses party to a Prospectus “lock-up” agreement from any or all of such party’s obligations thereunder, all Stockholders and holders of Registrable Securities shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each “lock-up” agreement shall contain a provision to such effect. If any registration pursuant to Section 3 is made in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days or, if such Prospectusregistration is with respect to an IPO, such Holder will use only within 180 days after the latest version effective date of such Prospectus provided to it by registration, except as may otherwise be agreed between the CompanyCorporation and the managing underwriter or underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees Shareholder agrees, in connection with the Company that: (a) If the Company determines Initial Public Offering, and each holder of Registrable Securities agrees, in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any other underwritten Public Offering pursuant to a Registration Statement under filed pursuant to Section 2 3 or Section 4 hereof (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such in an underwritten offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than 14 days prior to the expected effective “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), pursuant to which date such Public Offering shall be stated in such notice) of made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Coordination Committee shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute and deliver the form so negotiated. The Corporation agrees not to terminate or waive the restrictions under any such written request lock-up arrangements in respect of any Shareholder unless the Corporation agrees to pro rata terminations or waivers under such Holder, which date lock-up arrangements for all other Shareholders party thereto. If any registration pursuant to Section 3 of this Agreement shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any underwritten Public Offering, the offering and Corporation will not effect any public sale or distribution of Registrable Securities covered by any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such Prospectus, such Holder will use only shorter periods as the latest version managing underwriters may agree to with the Coordination Committee) after the effective date of such Prospectus provided to it by the Companyregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Company that: (a) If the Company determines in its good faith judgment, after consultation with counsel, that the filing holder of the Shelf Registration Statement under Section 2 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering such offeringin an underwritten offering pursuant to a Demand Registration, not to effect any offer, public sale or distribution of Registrable Securities ) any shares of Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another Person any of the economic consequences of owning shares of Common Stock, or to give any Demand Notice during the period commencing on the 10th day date of the request (which shall be no earlier than fourteen (14) days prior to the expected effective “pricing” of such offering) and continuing for not more than ninety (90) days after the date of the Prospectus relating to such offering (or final Prospectus supplement if such offering is made pursuant to a shelf registration statement), pursuant to which date such offering shall be stated made, plus an extension period, which shall be no longer than thirty-four (34) days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Company shall be responsible for negotiating all “lock-up” agreements with the underwriters, which agreements shall be on customary terms, and each holder of Registrable Securities shall be subject to substantially similar terms (in a proportionate manner) thereunder. The Company shall give each holder of Registrable Securities a reasonable opportunity to review and comment on such notice) “lock-up” agreements (other than any terms or provisions therein relating to the duration of the registration statement covering lock-up period) and shall use reasonable best efforts to incorporate any such underwritten primary equity offering comments. Subject to the foregoing provisions of this Section 4, each holder of Registrable Securities shall be required to execute the form so negotiated if (and ending on only if) each director and each executive officer of the date specified by Company also executes such managing underwriter form. Notwithstanding anything to the contrary set forth herein, in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that the Company or underwriters release any Holder uses a Prospectus in connection with the offering and sale holder of Registrable Securities covered by such Prospectus, such Holder will use only or any director or executive officer of the latest version Company that is party to a “lock-up” agreement from any or all of such Prospectus provided party’s obligations thereunder, all holders of Registrable Securities shall be similarly released from their obligations thereunder in the same manner and to it by the Companysame extent as such released party, and each “lock-up” agreement shall contain a provision to such effect.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 2(b), Section 2(c)(i) and Section 2(d)(i), respectively (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company's securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Series B Preferred Stock or Common Stock, or to give any Demand Notice during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than ninety (90) days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a "shelf" registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b) Section 2(c) or Section 2(d)(i), the Company shall be responsible for negotiating all "lock-up" agreements with the underwriters and, in addition to the expected effective date (which date foregoing provisions of this Section 2(e), the Stockholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Stockholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 2(e) and that, in the case of a Marketed Offering, the Company's executive officers and directors shall also have executed such form of agreement so negotiated. If any registration pursuant to Section 2(b) of this Agreement shall be stated in such notice) of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than six months after such expected date of effectiveness; (c) In the event that any Holder uses a Prospectus in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(d)(iv) hereof), the Company will cause each of its executive officers and directors to sign a "lock-up" agreement consistent with that contemplated in the immediately preceding paragraph, and (ii) underwritten offering and (including with respect to a Shelf Offering pursuant to Section 2(d)(iv) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company that: (a) If the Company determines in its good faith judgment, after consultation connection with counsel, that the filing of the Shelf any underwritten offering made pursuant to a Registration Statement under filed pursuant to Section 2 hereof 4 (whether or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability not such holder elected to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any include Registrable Securities pursuant to the Shelf in such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4(a) is no longer necessary. (b) In the case of the registration of any underwritten equity offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment planStatement), each Holder agrees, if requested in writing (pursuant to a written notice) by the managing underwriter or underwriters administering in such offering, or during a postponement of an offering pursuant to Section 4(c), not to effect any offer, public sale or distribution of Registrable Securities ) any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any option swap or right other economic arrangement that transfers to acquire Registrable Securities) another any of the economic consequences of owning the Common Stock during the period commencing on the 10th day prior date of the Prospectus and continuing for not more than 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 4, the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the expected effective date (which date foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Shareholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 5 and that, in the case of a Marketed Offering, the Company’s Named Executive Officers and directors shall also have executed such form of agreement so negotiated. If any offering pursuant to this Agreement shall be stated in such noticeconnection with: (i) a Marketed Offering (including with respect to the Underwritten Take-Down pursuant to Section 4(a) hereof), the Company will cause each of its Named Executive Officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph and/or (ii) an underwritten offering (including with respect to the Underwritten Take-Down pursuant to Section 4(a) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement covering such underwritten primary equity offering and ending (A) on the date specified by such managing underwriter in such written request to such HolderForm S-0, which date shall not be later than six months after such expected date of effectiveness; Xxxx X-0 or any successor forms thereto or (cB) In the event that any Holder uses a Prospectus filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the date of the Prospectus for such offering and sale except as may otherwise be agreed with the holders of the Registrable Securities covered by in such Prospectus, such Holder will use only the latest version of such Prospectus provided to it by the Companyoffering.