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 of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder (a) With respect to any Underwritten Offering of Registrable Equity Securities agrees, in connection with any underwritten offering made pursuant to this Agreement (including with respect to a Registration Statement filed Shelf Offering pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph4(c) hereof), if requested (the 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 a written noticeSection 7(c) by the managing underwriter or underwriters in an underwritten offering, and agrees not to effect (i) offer, pledge, sell, contract to sell, sell any public sale option or distribution 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 of securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the Corporation’s securities intention to make any offer, sale, pledge, disposition, submission or filing, or (except as part of such underwritten offering), including a sale pursuant to Rule 144 or ii) enter into any swap or other economic arrangement agreement that transfers to another transfers, in whole or in part, any of the economic consequences of owning ownership of the Common StockStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to give any Demand Notice during be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the period commencing on the date prior written consent of the request Underwriters of such Underwritten Offering (which shall be no earlier other than 10 (A) 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 prior (plus, a then customary “booster shot” extension to the expected “pricing” of such offering) and continuing for not more than 90 days extent required to permit research analysts to publish research reports compliant with Rule 139 under the Securities Act pursuant to FINRA Rule 2241 (or such shorter period as the managing underwriter may requesta successor thereto)) 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. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”Shelf Registration) 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 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 after the effective date of such registration offering except as may otherwise be agreed between with the Corporation and the managing underwriters of such Public OfferingSponsor.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or and Section 4 hereof 4(a), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten such offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to 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 date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus 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 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). The terms and conditions of such 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 applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary 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 55 and that, in connection with the case of a Block SaleMarketed Offering, (i) no Shareholder the Company’s executive officers and directors shall be subject to a “lock-up” agreement, other than, if requested by the managing underwriter for also have executed 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 Saleform of agreement so negotiated. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offeringany: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 4(c) hereof), the Corporation 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 (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 (iA) on Form X-0, Xxxx X-0 or any successor forms thereto or (iiB) 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 effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be 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. The terms and conditions of such Subject to the limitations set forth in the prior sentence, the Corporation shall be responsible for negotiating all “lock-up” agreements applicable with the underwriters and, in addition to any the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided that no Xxxxxxx Shareholder (each, a “Locked-Up Shareholder”) or the Company shall be no more restrictive than the terms and conditions of such obligated to execute any “lock-up” agreements applicable to agreement for any other underwritten public offering that is more restrictive than the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested executed by the managing underwriter KKR Shareholders for such underwritten public 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 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 shorter periods as the managing underwriters may agree to with the Corporation) after the effective date of such registration except registration, provided that such period may be extended as may otherwise be agreed between the Corporation and proposed by the managing underwriters underwriter to address FINRA regulations regarding the publishing of such Public Offeringresearch.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder Holder of Common Unit Registrable Securities agrees, who is participating in connection with any underwritten offering made pursuant to an Underwritten Offering and is included in a Registration Statement filed pursuant agrees to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to enter into a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder customary letter agreement (each, a “Locked-Up ShareholderLockup”) or the Company shall be no more restrictive than the terms and conditions of with underwriters providing that such “lock-up” agreements applicable to any other the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 Holder will not effect any public sale or distribution of any common equity (Common Unit Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the 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 Form X-0the Partnership or the officers, Xxxx X-0 directors or any successor forms thereto or other Affiliate of the Partnership on whom a restriction is imposed, (ii) filed solely the restrictions set forth in this Section 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder and (iii) each Lockup shall include customary carve-outs, including: (A) the pledge, encumbrance, hypothecation, or mortgage of all or any portion of the Class A Common Units or Class A Convertible Preferred Units held by such Holder or its Affiliate to any unaffiliated third party in a bona fide transaction or in connection with an exchange offer a Permitted Transaction or Permitted Loan for obligations owed by such Holder or its Affiliate; (B) the transfer any employee benefit Class A Common Units or dividend reinvestment planClass A Convertible Preferred Units held by such Holder or its Affiliate to any Person in connection with a Permitted Transaction or a Permitted Loan; (C) for its own account, within 90 days after the effective date 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 registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringpledged or transferred Class A Common Units or Class A Convertible Preferred Units.

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be 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 terms and conditions of such GP shall be responsible for negotiating all “lock-up” agreements applicable with the underwriters and, in addition to any Shareholder the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that (each, a “Locked-Up Shareholder”i) or the Company shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to any the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (iShareholders”) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by substantially the managing underwriter for such offering, a Shareholder that is participating same in such Block Sale all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such “lock-up” period agreements that apply to Locked-Up Shareholders shall not exceed 90 days after apply to all Locked-Up Shareholders on substantially the trade date in connection same terms with any Block Saleregard to one another. 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 shorter periods as the managing underwriters may agree to with the GP) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Member agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock144, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering) and continuing for not more than 90 one hundred eighty (180) days (with respect to the Initial Public Offering) or such shorter period as one hundred twenty (120) days (with respect to any underwritten public offering other than the managing underwriter may requestInitial 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 such public offering shall be made. The terms and conditions of made or 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested lesser period as is required by the managing underwriter for (such offeringone hundred eighty day period, a Shareholder that is participating in such Block Sale one hundred and twenty day period or ninety day period (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 Offeringas applicable), the Corporation will not effect any public sale “Initial Lock-Up Period”); provided, however, that all officers and directors of the 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 distribution of any common equity (material news 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 material event relating to the Company occurs or (iib) filed solely 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 connection with an exchange offer each case, if the managing underwriter or any employee benefit or dividend reinvestment plan) for its own accountunderwriters of such underwritten offering so request(s), within 90 days after the effective Initial Lock-Up Period will be extended until the expiration of the eighteen (18)-day period beginning on the date of such registration except release of the earnings results or the occurrence of the material news or material event, as may otherwise be agreed between the Corporation and applicable, if the managing underwriters of request, in writing, such Public Offeringextension.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Holder (a) participating in connection with any an underwritten offering made pursuant to a covered by any Demand Registration Statement filed pursuant to Section 3 or Section 4 hereof Piggyback Registration or (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is b) in the following paragraph)event the Company is issuing shares of its capital stock to the public in an underwritten offering, agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an for such underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering)offering or pursuant to Article XI of the Partnership Agreement) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any swap 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 economic arrangement that transfers underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to another 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 economic consequences of owning the Common Stock, or to give any Demand Notice during the period consecutive fifteen-month periods commencing on the date of the request this Agreement and (which shall be no earlier than 10 days prior b) cause any Lock-Out Period to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, commence (i) no Shareholder shall during the 45-day period immediately following the expiration of any Lock-Out Period, such 45-day period to be subject to a “lock-up” agreement, other than, if requested extended by the managing underwriter one day 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 each day of delay 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 7(a); or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planif 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) for its own account, within 90 the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such registration except as Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may otherwise be agreed between shortened at the Corporation Company's sole discretion by written notice to the Holders, and the managing underwriters applicable Lock-Out Period shall be deemed to have ended on the date 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 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 Public 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 Aborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in such offering, or during a postponement of an underwritten offeringoffering pursuant to Section 4(c), not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice Stock during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus 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 such public offering shall be made. The terms and conditions of such 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 applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary 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 55 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 in connection with a Block Sale, with: (i) no Shareholder shall be subject 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, other than, if requested by agreement consistent with that contemplated in the managing underwriter for such offering, a Shareholder that is participating in such Block Sale and immediately preceding paragraph and/or (ii) such “lockan underwritten offering (including with respect to the Underwritten Take-up” period shall not exceed 90 days after the trade date in connection with any Block Sale. If any registration Down pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering4(a) hereof), the Corporation 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 (iA) on Form X-0, Xxxx X-0 or any successor forms thereto or (iiB) 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 effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder Holder of Common Stock Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters that participates in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of Underwritten Offering will enter into a customary letter agreement with underwriters providing such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 Holder will not effect any public sale or distribution of Common Stock Registrable Securities during the 60 calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the SEC with respect to the pricing of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Form X-0the Company or the officers, Xxxx X-0 directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Common Stock Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such 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 Piggyback Threshold Amount of the then outstanding Common Stock Registrable Securities (calculated based on the Common Stock Registrable Securities Amount) or because the Common Stock Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 under the Securities Act (or any successor forms thereto or (ii) filed solely similar provision adopted by the SEC then in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringeffect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the initial Public Offering, and each holder of Registrable Securities agrees, in connection with any other underwritten offering made Public Offering pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common StockRegistrable Securities, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the initial Public Offering) or 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” registrationshelf registration statement), pursuant to which such public offering Public Offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company plus an extension period, which shall be no more restrictive longer 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 this Section 517 days, in connection with a Block Sale, (i) no Shareholder shall as may be subject to a “lock-up” agreement, other than, if requested proposed by the managing underwriter for to address FINRA regulations regarding the publishing of research, or such offering, a Shareholder that lesser period as is participating in such Block Sale and (ii) such “lock-up” period shall not exceed 90 days after required by the trade date in connection with any Block Salemanaging underwriter. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Corporation Company 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 shorter periods as the managing underwriters may agree to with the Company) after the effective date of such registration except registration, plus an extension period, which shall be no longer than 17 days, as may otherwise be agreed between the Corporation and proposed by the managing underwriters underwriter to address FINRA regulations regarding the publishing of research, or such Public Offeringlesser period as is required by the managing underwriter.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder Holder of Registrable Securities agrees, in connection agrees to enter into a customary letter agreement with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not underwriters providing such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement 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 Form X-0the Partnership or the officers, Xxxx X-0 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 Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such 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 forms thereto 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: (iia) filed solely Holder, for purposes hereof, shall not be 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 connection with an exchange offer this paragraph shall not apply to any transaction by or any employee benefit on behalf of Holder that was effected by a Walled-Off Person in the ordinary course of trading without the advice or dividend reinvestment plan) for its own account, within 90 days after the effective date participation of Holder or receipt of confidential or other information regarding this transaction provided by Holder to such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringentity.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder Holder of Registrable Securities agrees, in connection agrees to enter into a customary letter agreement with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not underwriters providing such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement 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 Form X-0the Partnership or the officers, Xxxx X-0 directors or any other Affiliate of the Partnership 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 Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such 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 Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated (i) for the Common Unit Registrable Securities, based on the product of the Common Unit Price times the number of Common Unit Registrable Securities; and (ii) for the Preferred Unit Registrable Securities, based on the product of the Common Unit Price times the number of Common Units issuable upon conversion of the Preferred Unit 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 forms thereto or (iisimilar provision adopted by the Commission then in effect) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after under the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public OfferingSecurities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Shareholder agrees in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of 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 swap or other economic arrangement that transfers to another any of the economic consequences of owning any of the Common StockCorporation’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 earlier of (x) the date of the request distribution of a preliminary Prospectus in connection with an underwritten offering (which shall be no earlier than 10 14 days prior to the expected “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 managing underwriter may requestlock-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 such public offering shall be 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 offering 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 terms and conditions holders of such 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 any Shareholder (eachholders of Registrable Securities and, 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 in addition to the contrary set forth in foregoing provisions of this Section 5, in connection with a Block Salethe Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided, (i) no Shareholder shall be subject to a “however, that if any such lock-up” agreementup agreement (a) provides for exceptions from any restrictions (other than with respect to the Corporation) contained therein, other thansuch 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 requested by the 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 underwriters in connection with any Block Saleoffering 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 of this Agreement hereof shall be in connection with any underwritten Public offering or in connection with any Underwritten Shelf 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 pursuant to 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 the period commencing on the 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 “pricing” of such offering) or (y) the “pricing” of such offering and continuing for not more than 90 days after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or 2(b) and Section 4 hereof 2(c)(i), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten such offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to 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 date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus and continuing for not more than 90 ninety (90) days (or such shorter period as the managing underwriter may request) after the date of the Prospectus (or 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. The terms and conditions of such 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 applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary 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 52(d) and that, in connection with the case of a Block SaleMarketed Offering, (i) no Shareholder the Company’s executive officers and directors shall be subject to a “lock-up” agreement, other than, if requested by the managing underwriter for also have executed 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 Saleform of agreement so negotiated. If any registration pursuant to Section 3 2(b) of this Agreement shall be in connection with any underwritten Public Offeringany: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Corporation 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 (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 (iA) on Form X-0, Xxxx X-0 or any successor forms thereto or (iiB) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 ninety (90) days after the effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be 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 terms and conditions of such GP shall be responsible for negotiating all “lock-up” agreements applicable with the underwriters and, in addition to any Shareholder the foregoing provisions of this Section 5, the Shareholders and holders of. Registrable Securities agree to execute the form so negotiated; provided, that (each, a “Locked-Up Shareholder”i) or the Company shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to any the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (iShareholders”) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by substantially the managing underwriter for such offering, a Shareholder that is participating same in such Block Sale all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such “lock-up” period agreements that apply to Locked-Up Shareholders shall not exceed 90 days after apply to all Locked-Up Shareholders on substantially the trade date in connection same terms with any Block Saleregard to one another. 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 shorter periods as the managing underwriters may agree to with the GP) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or 2(b), Section 4 hereof 2(c)(i) and Section 2(d)(i), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten such offering, not to effect any public sale or distribution of any of the Corporation’s Company's securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to 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 date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus and continuing for not more than 90 ninety (90) days (or such shorter period as the managing underwriter may request) after the date of the Prospectus (or 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. The terms and conditions of such “lock-up” agreements applicable In connection with any underwritten offering made pursuant to any Shareholder (each, a “Locked-Up Shareholder”Registration Statement filed pursuant to Section 2(b) Section 2(c) or Section 2(d)(i), the Company shall be no more restrictive than the terms and conditions of such “responsible for negotiating all "lock-up” " agreements applicable to any other with the Locked-Up Shareholder. Notwithstanding anything underwriters and, in addition to the contrary 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 52(e) and that, in connection with the case of a Block SaleMarketed Offering, (i) no Shareholder the Company's executive officers and directors shall be subject to a “lock-up” agreement, other than, if requested by the managing underwriter for also have executed 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 Saleform of agreement so negotiated. If any registration pursuant to Section 3 2(b) of this Agreement shall be in connection with any underwritten Public Offeringany: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(d)(iv) hereof), the Corporation 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 (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 (iA) on Form X-0, Xxxx X-0 or any successor forms thereto or (iiB) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 ninety (90) days after the effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in such offering, or during a postponement of an underwritten offeringoffering pursuant to Section 4(c), not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice Stock during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus 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 such public offering shall be made. The terms and conditions of such 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 applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary 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 55 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 in connection with a Block Sale, with: (i) no Shareholder shall be subject 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, other than, if requested by agreement consistent with that contemplated in the managing underwriter for such offering, a Shareholder that is participating in such Block Sale and immediately preceding paragraph and/or (ii) such “lockan underwritten offering (including with respect to the Underwritten Take-up” period shall not exceed 90 days after the trade date in connection with any Block Sale. If any registration Down pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering4(a) hereof), the Corporation 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 (iA) on Form X-0S-0, Xxxx X-0 or any successor forms thereto or (iiB) 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 effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made of Common Stock pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities Registrable Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 144, 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 swap securities convertible into or other economic arrangement that transfers to another exchangeable or exercisable for any equity securities of the economic consequences Corporation without the prior written consent of owning the Common StockCorporation or such underwriter, as the case may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company plus an extension period, which shall be no more restrictive longer 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 this Section 510 days, in connection with a Block Sale, (i) no Shareholder shall as may be subject to a “lock-up” agreement, other than, if requested proposed by the managing underwriter for to address NASD regulations regarding the publishing of research, or such offering, a Shareholder that lesser period as is participating in such Block Sale and (ii) such “lock-up” period shall not exceed 90 days after required by the trade date in connection with any Block Salemanaging underwriter. 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 Common Stock (or securities convertible into or exchangeable or exercisable for common equityCommon 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 shorter periods as the managing underwriters may agree to with a Corporation’s Board of Directors or appropriate coordination committee, as applicable) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Holder (a) participating in connection with any an underwritten offering made pursuant to a covered by any Demand Registration Statement filed pursuant to Section 3 or Section 4 hereof Piggyback Registration or (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is b) in the following paragraph)event the Company is issuing shares of its capital stock to the public in an underwritten offering, agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an for such underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering)) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any swap 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 economic arrangement that transfers underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to another 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 economic consequences of owning the Common Stock, or to give any Demand Notice during the period consecutive fifteen-month periods commencing on the date of the request this Agreement and (which shall be no earlier than 10 days prior b) cause any Lock-Out Period to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, commence (i) no Shareholder shall during the 45-day period immediately following the expiration of any Lock-Out Period, such 45-day period to be subject to a “lock-up” agreement, other than, if requested extended by the managing underwriter one day 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 each day of delay 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 7(a); or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planif 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) for its own account, within 90 the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such registration except as statement. Notwithstanding the foregoing, any Lockout Period may otherwise be agreed between shortened at the Corporation Company’s sole discretion by-written notice to the Holders, and the managing underwriters applicable Lock-Out Period shall be deemed to have ended on the date 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 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 Public 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 Aborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder Provided that all parties (other than the Issuer) hereto are treated equally and all executive officers and directors of Registrable Securities agreesthe Issuer are also so bound, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph)each Holder agrees that, if so requested (pursuant to a written notice) by the Board or any managing underwriter in respect of an Underwritten Offering of the Issuer’s securities, such Holder will not sell, make any short sale of, loan, grant any option for the purchase of, hypothecate, hedge or underwriters in an underwritten offering, not otherwise transfer or dispose of (other than to effect any public sale or distribution of donees who agree to be similarly bound) any of the CorporationIssuer’s securities, including without limitation shares of Common Stock, options or warrants exercisable for shares of the Issuer’s securities, or any other security convertible into or exchangeable for shares of the Issuer’s securities (except other than as part of such underwritten public offering), including (i) during a sale pursuant period not to Rule 144 or any swap or other economic arrangement that transfers to another any of exceed 180 days following the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the effective date of the request (which shall be no earlier than 10 days prior to initial registration statement of the expected “pricing” of such offering) and continuing for not more than 90 days Issuer filed under the Securities Act (or such shorter period as the Issuer or managing underwriter may requestauthorize) after and (ii) during a period not to exceed 90 days following the effective date of a registration statement other than the Prospectus initial registration statement (or Prospectus supplement if such shorter period as the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder Issuer or managing underwriter may authorize) (each, a “LockedStand-Up ShareholderOff Period”). Each Holder agrees to execute and deliver a lock up agreement as may be reasonably requested by the Issuer and/or managing underwriter consistent with the foregoing obligations. In order to enforce the foregoing covenant, the Issuer may impose stock transfer restrictions with respect to the securities (including any Registrable Shares) or of each Holder until the Company shall be no more restrictive than end of the terms and conditions of such “lockapplicable Stand-up” agreements applicable to any other the Locked-Up ShareholderOff Period. Notwithstanding anything to the contrary set forth foregoing, the obligations described in this Section 5, in connection with a Block Sale, (i5(a) no Shareholder shall be subject not apply to a “lock-up” agreementregistration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, other than, if requested by the 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 any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) relating solely to an SEC Rule 145 transaction on Form X-0, Xxxx X-0 S-4 or any successor similar forms thereto or (ii) filed solely which may be promulgated in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.future

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Holder (a) participating in connection with any an underwritten offering made pursuant to a covered by any Demand Registration Statement filed pursuant to Section 3 or Section 4 hereof Piggyback Registration or (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is b) in the following paragraph)event the Company is issuing shares of its capital stock to the public in an underwritten offering, agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an for such underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering)offering or pursuant to Article XII of the Partnership Agreement) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any swap or other economic arrangement that transfers to another any of similar provision then in force) under the economic consequences of owning the Common StockSecurities Act, or to give any Demand Notice during the period (a “Lock-Out Period”) commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not ending no more than 90 days subsequent to the date (or such shorter period an “Execution Date”) specified in the Lock-Out Notice (as defined below) as the managing underwriter may requestanticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) after 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 Prospectus Company to each Holder of the anticipated execution of an underwriting agreement (or Prospectus supplement if 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 is made pursuant to a “shelf” registration), pursuant with respect to which such public offering shall be madeLock-Out Notice has been delivered. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (eachNotwithstanding the foregoing, a “Locked-Up Shareholder”) or the Company shall be no may not (a) establish Lock-Out Periods in effect for more restrictive than 208 days in the terms aggregate within any of the consecutive fifteen-month periods commencing on August 7, 1997 and conditions of such “lock(b) cause any Lock-up” agreements applicable Out Period to any other the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, commence (i) no Shareholder shall during the 45-day period immediately following the expiration of any Lock-Out Period, such 45-day period to be subject to a “lock-up” agreement, other than, if requested extended by the managing underwriter one day 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 each day of delay pursuant to Section 3 of this Agreement 7 (a); provided, however that in no event shall be in connection with any underwritten Public Offeringsuch extension exceed 90 days; provided, 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) further, however, that such 90-day limit on Form X-0extensions shall terminate on December 31, Xxxx X-0 or any successor forms thereto 1998; or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planif 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) for its own account, within 90 the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such registration except as Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may otherwise be agreed between shortened at the Corporation Company’s sole discretion by written notice to the Holders, and the managing underwriters applicable Lock-Out Period shall be deemed to have ended on the date 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 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 Public 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 Aborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made Underwritten Offering of Common Stock pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of any of the Corporation’s securities Registrable Securities (except as part of such underwritten offeringUnderwritten Offering), including a sale pursuant to Rule 144 144, 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 swap securities convertible into or other economic arrangement that transfers to another exchangeable or exercisable for any equity securities of the economic consequences Corporation without the prior written consent of owning the Common StockCorporation or such underwriter, as the case may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company plus an extension period, which shall be no more restrictive longer 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 this Section 515 days, in connection with a Block Sale, (i) no Shareholder shall as may be subject to a “lock-up” agreement, other than, if requested proposed by the managing underwriter for to address FINRA regulations regarding the publication of research, or such offering, a Shareholder that lesser period as is participating in such Block Sale and (ii) such “lock-up” period shall not exceed 90 days after required by the trade date in connection with any Block Salemanaging underwriter. 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 Common Stock (or securities convertible into or exchangeable or exercisable for common equityCommon 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 shorter Table of Contents periods as the managing underwriters may agree to with the Corporation’s Board of Directors or appropriate coordination committee, as applicable) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “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 such public offering shall be 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 any Shareholder the Sponsor Investor Shareholder, OP Trust and BTGI (each, a “Locked-Up ShareholderShareholders”) shall be substantially the same in all material respects; (ii) any discretionary waiver or termination of the Company restrictions contained in such “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 any other the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 SaleShareholders. 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offeringoffering pursuant to a Demand Registration, not to effect any public sale or distribution of any shares of the Corporation’s securities Common Stock (except as part of such underwritten offering), including 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 the shares of Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering) and continuing for not more than 90 ninety (90) days (or such shorter period as the managing underwriter may request) after the date of the Prospectus relating to such offering (or final Prospectus supplement if the such offering is made pursuant to a “shelf” registrationshelf registration statement), pursuant to which such public offering shall be 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 conditions of comment on such “lock-up” agreements applicable (other than any terms or provisions therein relating to the duration of the lock-up period) and shall use reasonable best efforts to incorporate any Shareholder such 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 (each, a “Locked-Up Shareholder”and only if) or each director and each executive officer of the Company shall be no more restrictive than the terms and conditions of also executes such “lock-up” agreements applicable to any other the Locked-Up Shareholderform. Notwithstanding anything to the contrary set forth in this Section 5herein, in connection with a Block Sale, (i) no Shareholder shall be subject the event that the Company or underwriters release any holder of Registrable Securities or any director or executive officer of the Company that is party to a “lock-up” agreementagreement from any or all of such party’s obligations thereunder, other thanall 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, if requested by the managing underwriter for such offering, a Shareholder that is participating in such Block Sale and (ii) such each “lock-up” period agreement shall not exceed 90 days after the trade date in connection with any Block Sale. If any registration pursuant contain a provision 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringeffect.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph)Public Offering, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to neither the Company nor any of its executive officers or directors shall effect any public sale or distribution of any shares of the Corporation’s securities Common Stock (except as part of such underwritten offering, unless the managing underwriter determines that such sale would be detrimental to the success of the offering), including a sale pursuant to Rule 144 144, or to make any swap short sale of, loan, grant any option for the purchase of, or other economic arrangement that transfers to another otherwise dispose of any shares of the economic consequences of owning the Common Stock, any other equity securities of the Company or to give any Demand Notice securities convertible into or exchangeable or exercisable for any equity securities of the Company (including Preferred Stock), without the prior written consent of the Company or such underwriter, as the case may be, during the period commencing on the date of the request (which shall be no earlier than 10 7 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to a Qualified Public Offering) or 90 days (or such shorter period as the managing underwriter may request) after the date of the Prospectus prospectus (or Prospectus prospectus supplement if the offering is made pursuant to a “shelf” registration), or such shorter time as shall be required by the managing underwriter, pursuant to which such public offering Public Offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company plus an extension period, which shall be no more restrictive longer than 17 days, as may be proposed by the terms managing underwriter to address the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the publishing of research, or such lesser period as is required by the managing underwriter; provided, however, that the foregoing restrictions shall not apply to (a) transactions relating to shares of Common Stock or other Company Securities acquired in open market transactions after the completion of the offering so long as no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other Company Securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (including Preferred Stock) as a bona fide gift, or (c) surrenders to the Company or sales into the market of portions of a stockholder’s shares of Common Stock or Preferred Stock necessary to effect the cashless exercise of any options or other convertible securities to purchase Common Stock; provided that in the case of any transfer or distribution pursuant to clause (b), each donee or distributee shall sign and conditions of such “deliver a lock-up” agreements applicable up agreement containing restrictions substantially similar to any other the Locked-Up Shareholder. Notwithstanding anything to the contrary those set forth in this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering4.07.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities Holder agrees, in connection with any underwritten offering made of Registrable Securities pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder Holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities Registrable Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 144, 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 Company or any swap securities convertible into or exchangeable or exercisable for any equity securities of the Company, other than to an Affiliate or other economic arrangement Holder that transfers has agreed to another any the same restriction, without the prior written consent of the economic consequences of owning Company or such underwriter, as the Common Stockcase may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 seven (7) days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Qualified Public Offering) or 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), or such shorter time as shall be required by the managing underwriter, pursuant to which such public offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company plus an extension period, which shall be no more restrictive longer 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 this Section 5seventeen (17) days, in connection with a Block Sale, (i) no Shareholder shall as may be subject to a “lock-up” agreement, other than, if requested proposed by the managing underwriter for to address the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the publishing of research, or such offeringlesser period as is required by the managing underwriter; provided, a Shareholder that is participating in each Holder will agree to such Block Sale restricted period only if all executive officers and (ii) such “lock-up” period shall not exceed 90 days after directors of 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 OfferingCompany enter into similar agreements, 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters Company has used reasonable best efforts to cause all other holders of such Public Offeringat least 5% of the Company’s voting securities to enter into similar agreements.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or and Section 4 hereof 4(a), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten such offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Company Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus 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 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. The terms and conditions of such 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 applicable to any Shareholder (eachwith the underwriters in customary form and, 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 in addition to the contrary 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 55 and that, in connection with the case of a Block SaleMarketed Offering, (i) no Shareholder the Company’s executive officers and directors shall be subject to a “lock-up” agreement, other than, if requested by the managing underwriter for also have executed 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 Saleform of agreement so negotiated. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offeringany: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 3(f) hereof), the Corporation 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 (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 (iA) on Form X-0, Xxxx X-0 or any successor forms thereto or (iiB) 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 effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Stockholder agrees, in connection with an IPO, and each holder of Registrable Securities agrees, in connection with any underwritten offering (other than an IPO) made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities Common Stock (except as part of such underwritten offering), including 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 the shares of Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering) and continuing for not more than 90 days 180 days, with respect to an IPO, or ninety (or such shorter period as the managing underwriter may request90) 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 the such offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be 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 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 conditions each of the 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 “lock-up” agreements applicable (other than any terms or provisions therein relating to any Shareholder (each, a “Locked-Up Shareholder”) or the Company shall be no more restrictive than duration of the terms and conditions of such “lock-up” agreements applicable up period) and shall use commercially reasonable efforts to incorporate any other such comments. In addition to the Locked-Up Shareholderforegoing provisions of this Section 5, the Stockholders agree to execute the form so negotiated. Notwithstanding anything to the contrary set forth in this Section 5herein, in connection with a Block Sale, (i) no Shareholder shall be subject the event that the Corporation or underwriters release any party to a “lock-up” agreementagreement from any or all of such party’s obligations thereunder, other thanall 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, if requested by the managing underwriter for such offering, a Shareholder that is participating in such Block Sale and (ii) such each “lock-up” period agreement shall not exceed 90 days after the trade date in connection with any Block Salecontain a provision to such effect. If any registration pursuant to Section 3 of this Agreement shall be is made 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 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 ninety (90) days or, if such registration is with respect to an IPO, within 180 days after the effective date of such registration registration, except as may otherwise be agreed between the Corporation and the managing underwriter or underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any other underwritten offering made Public Offering pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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” shelf registration), pursuant to which such public offering Public Offering shall be made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The terms and conditions of such Coordination Committee shall be responsible for negotiating all “lock-up” agreements applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary set forth in foregoing provisions of this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject the Shareholders and holders of Registrable Securities agree to a “execute and deliver the form so negotiated. The Corporation agrees not to terminate or waive the restrictions under any such lock-up” agreement, other than, if requested by up arrangements in respect of any Shareholder unless the managing underwriter for Corporation agrees to pro rata terminations or waivers under 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 Saleup arrangements for all other Shareholders party thereto. 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 shorter periods as the managing underwriters may agree to with the Coordination Committee) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offeringoffering pursuant to a Demand Registration, not to effect any public sale or distribution of any shares of the Corporation’s securities Common Stock (except as part of such underwritten offering), including 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 the shares of Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering, as determined in the Company’s good faith and reasonable judgment) and continuing for not more than 90 ninety (90) days (or such shorter period as the managing underwriter may request) after the date of the Prospectus relating to such offering (or final Prospectus supplement if the such offering is made pursuant to a “shelf” registration), shelf registration statement) pursuant to which such public offering shall be 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 conditions of comment on such “lock-up” agreements applicable (other than any terms or provisions therein relating to the duration of the lock-up period) and shall use reasonable best efforts to incorporate any Shareholder such 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 (each, a “Locked-Up Shareholder”and only if) or each director and each executive officer of the Company shall be no more restrictive than the terms and conditions of also executes such “lock-up” agreements applicable to any other the Locked-Up Shareholderform. Notwithstanding anything to the contrary set forth in this Section 5herein, in connection with a Block Sale, (i) no Shareholder shall be subject the event that the Company or underwriters release any holder of Registrable Securities or any director or executive officer of the Company that is party to a “lock-up” agreementagreement from any or all of such party’s obligations thereunder, other thanall 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, if requested by the managing underwriter for such offering, a Shareholder that is participating in such Block Sale and (ii) such each “lock-up” period agreement shall not exceed 90 days after the trade date in connection with any Block Sale. If any registration pursuant contain a provision 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringeffect.

Restrictions on Public Sale by Holders of Registrable Securities. Each Member agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s Company's securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock144, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “"pricing” " of such offering) and continuing for not more than 90 one hundred eighty (180) days (with respect to the Initial Public Offering) or such shorter period as one hundred twenty (120) days (with respect to any underwritten public offering other than the managing underwriter may requestInitial 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 such public offering shall be made. The terms and conditions of made or 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested lesser period as is required by the managing underwriter for (such offeringone hundred eighty day period, a Shareholder that is participating in such Block Sale one hundred and twenty day period or ninety day period (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 Offeringas applicable), the Corporation will not effect any public sale "Initial Lock-Up Period"); provided, however, that all officers and directors of the 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 distribution of any common equity (material news 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 material event relating to the Company occurs or (iib) filed solely 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 connection with an exchange offer each case, if the managing underwriter or any employee benefit or dividend reinvestment plan) for its own accountunderwriters of such underwritten offering so request(s), within 90 days after the effective Initial Lock-Up Period will be extended until the expiration of the eighteen (18)-day period beginning on the date of such registration except release of the earnings results or the occurrence of the material news or material event, as may otherwise be agreed between the Corporation and applicable, if the managing underwriters of request, in writing, such Public Offeringextension.

Restrictions on Public Sale by Holders of Registrable Securities. Each Stockholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any other underwritten offering made Public Offering pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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” shelf registration), pursuant to which such public offering Public Offering shall be 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 terms and conditions Investor Stockholders in connection with a Demand Registration, or the Board of such Directors of the Company in all other cases, shall be responsible for negotiating all “lock-up” agreements applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary set forth in foregoing provisions of this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject the other Stockholders and holders of Registrable Securities agree to a “execute and deliver the form so negotiated. The Company agrees not to terminate or waive the restrictions under any such lock-up” agreement, other than, if requested by up arrangements in respect of any Stockholder unless the managing underwriter for Company agrees to pro rata terminations or waivers under 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 Saleup arrangements for all other Stockholders party thereto. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Corporation Company 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 shorter periods as the managing underwriters may agree to) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Holder (a) participating in connection with any an underwritten offering made pursuant to a covered by any Demand Registration Statement filed pursuant to Section 3 or Section 4 hereof Piggyback Registration or (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is b) in the following paragraph)event the Company is issuing shares of its capital stock to the public in an underwritten offering, agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an for such underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering)offering or pursuant to Article XII of the Partnership Agreement) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any swap or other economic arrangement that transfers to another any of similar provision then in force) under the economic consequences of owning the Common StockSecurities Act, or to give any Demand Notice during the period (a "Lock-Out Period") commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not ending no more than 90 days subsequent to the date (or such shorter period an "Execution "Date") specified in the Lock-Out Notice (as defined below) as the managing underwriter may requestanticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) after 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 Prospectus Company to each Holder of the anticipated execution of an underwriting agreement (or Prospectus supplement if 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 is made pursuant to a “shelf” registration), pursuant with respect to which such public offering shall be madeLock-Out Notice has been delivered. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (eachNotwithstanding the foregoing, a “Locked-Up Shareholder”) or the Company shall be no more restrictive than the terms and conditions of such “lockmay not (a) establish Lock-up” agreements applicable to any other the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 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 after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.Out Periods in

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “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” shelf registration), pursuant to which such public offering Public Offering shall be made, or such lesser period as is required by the managing underwriter. The terms and conditions of such GP shall be responsible for negotiating all “lock-up” agreements applicable with the underwriters and, in addition to any Shareholder the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; provided that (each, a “Locked-Up Shareholder”i) or the Company shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to any the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (iShareholders”) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by substantially the managing underwriter for such offering, a Shareholder that is participating same in such Block Sale all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such “lock-up” period agreements that apply to Locked-Up Shareholders shall not exceed 90 days after apply to all Locked-Up Shareholders on substantially the trade date in connection same terms with any Block Saleregard to one another. 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 shorter periods as the managing underwriters may agree to with the GP) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder Holder of Registrable Securities agrees, in connection agrees to enter into a customary letter agreement with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not underwriters providing such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraph), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 days prior to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by the 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 Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement 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 Form X-0the Partnership or the officers, Xxxx X-0 directors or any successor forms thereto or other Affiliate of the Partnership on whom a restriction is imposed and (ii) filed solely the restrictions set forth in connection this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such 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 an exchange offer or any employee benefit or dividend reinvestment planits Affiliates) holds less than the Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated (i) for its own accountthe Common Unit Registrable Securities, within 90 days after based on the effective date product of the Common Unit Price times the number of Common Unit Registrable Securities; and (ii) for the Preferred Unit Registrable Securities, based on the product of the Common Unit Price times the number of Common Units issuable upon conversion of the Preferred Unit Registrable Securities). In addition, this Section 2.07 shall not apply to any Holder that does not participate in such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Underwritten Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with an IPO, and each holder of Registrable Securities agrees, in connection with any underwritten offering (other than an IPO) made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the IPO Corporation’s securities Common Stock (except as part of such underwritten offering), including 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 the shares of Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering) and continuing for not more than 90 days 180 days, with respect to an IPO, or ninety (or such shorter period as the managing underwriter may request90) days, with respect to any underwritten offering other than an IPO, after the date of the Prospectus relating to such offering (or final Prospectus supplement if the such offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be 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 lesser period as is required by the managing underwriter. The IPO Corporation shall be responsible for negotiating all “lock-up” agreements with the underwriters, which agreements shall be on customary terms and conditions each of the Shareholders shall be subject to substantially similar terms (in a proportionate manner) thereunder. The IPO Corporation shall give each of the Apollo Shareholder and the Principal Shareholders a reasonable opportunity to review and comment on such “lock-up” agreements applicable (other than any terms or provisions therein relating to any Shareholder (each, a “Locked-Up Shareholder”) or the Company shall be no more restrictive than duration of the terms and conditions of such “lock-up” agreements applicable up period) and shall use commercially reasonable efforts to incorporate any other such comments. In addition to the Locked-Up Shareholderforegoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated. Notwithstanding anything to the contrary set forth in this Section 5herein, in connection with a Block Sale, (i) no Shareholder shall be subject the event that the IPO Corporation or underwriters release any party to a “lock-up” agreementagreement from any or all of such party’s obligations thereunder, other thanall Shareholders 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, if requested by the managing underwriter for such offering, a Shareholder that is participating in such Block Sale and (ii) such each “lock-up” period agreement shall not exceed 90 days after the trade date in connection with any Block Salecontain a provision to such effect. If any registration pursuant to Section 3 of this Agreement shall be is made in connection with any underwritten Public Offering, the IPO 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 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 ninety (90) days or, if such registration is with respect to an IPO, within 180 days after the effective date of such registration registration, except as may otherwise be agreed between the IPO Corporation and the managing underwriter or underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Holder (a) participating in connection with any an underwritten offering made pursuant to a covered by any Demand Registration Statement filed pursuant to Section 3 or Section 4 hereof Piggyback Registration or (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is b) in the following paragraph)event the Company is issuing shares of its capital stock to the public in an underwritten offering, agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an for such underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering)offering or pursuant to Article XI of the Partnership Agreement) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any swap 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 economic arrangement that transfers underwritten offering. The Execution Date shall be no fewer than 21 days subsequent to another 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 economic consequences of owning the Common Stock, or to give any Demand Notice during the period consecutive fifteen-month periods commencing on the date of the request this Agreement and (which shall be no earlier than 10 days prior b) cause any Lock-Out Period to the expected “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 such public offering shall be 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 this Section 5, in connection with a Block Sale, commence (i) no Shareholder shall during the 45-day period immediately following the expiration of any Lock-Out Period, such 45-day period to be subject to a “lock-up” agreement, other than, if requested extended by the managing underwriter one day 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 each day of delay 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 7(a); or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planif 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) for its own account, within 90 the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such registration except as Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may otherwise be agreed between shortened at the Corporation Company’s sole discretion by written notice to the Holders, and the managing underwriters applicable Lock-Out Period shall be deemed to have ended on the date 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 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 Public 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 Aborted Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made Underwritten Offering of Common Stock pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of any of the Corporation’s securities Registrable Securities (except as part of such underwritten offeringUnderwritten Offering), including a sale pursuant to Rule 144 144, 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 swap securities convertible into or other economic arrangement that transfers to another exchangeable or exercisable for any equity securities of the economic consequences Corporation without the prior written consent of owning the Common StockCorporation or such underwriter, as the case may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering) and continuing for not more than 90 ninety (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 such public offering shall be made. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (each, a “Locked-Up Shareholder”) or the Company plus an extension period, which shall be no more restrictive longer 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 this Section 5fifteen (15) days, in connection with a Block Sale, (i) no Shareholder shall as may be subject to a “lock-up” agreement, other than, if requested proposed by the managing underwriter for to address FINRA regulations regarding the publication of research, or such offering, a Shareholder that lesser period as is participating in such Block Sale and (ii) such “lock-up” period shall not exceed 90 days after required by the trade date in connection with any Block Salemanaging underwriter. 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 Common Stock (or securities convertible into or exchangeable or exercisable for common equityCommon 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 ninety (90) days (or such shorter periods as the managing underwriters may agree to with the Corporation’s Board of Directors or appropriate coordination committee, as applicable) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The terms and conditions of such Coordination Committee shall be responsible for negotiating all “lock-up” agreements applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary set forth in foregoing provisions of this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject the Shareholders and holders of Registrable Securities agree to a “lock-up” agreement, other than, if requested by execute the 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 Saleform so negotiated. 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 shorter periods as the managing underwriters may agree to with the Coordination Committee) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice Notice, during the period commencing on the date of the request (which shall be no earlier than 10 fourteen (14) days prior to the expected “pricing” of such offering) and continuing for not more than 90 ninety (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” shelf registration), pursuant to which such public offering Public Offering shall be made, or such lesser period as is required by the managing underwriter. The terms and conditions of such Parent shall be responsible for negotiating all “lock-up” agreements applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary set forth in foregoing provisions of this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject the Stockholders and holders of Registrable Securities agree to a “lock-up” agreement, other than, if requested by execute the 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 Saleform so negotiated. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Corporation will not effect affect 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 ninety (90) days (or such shorter periods as the managing underwriters may agree to with Parent) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or 2(b) and Section 4 hereof 2(c)(i), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten such offering, not to effect any public sale or distribution of any of the CorporationCompany’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to 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 date of the request (which shall be no earlier than 10 days prior to the expected “pricing” of such offering) Prospectus and continuing for not more than 90 ninety (90) days (or such shorter period as the managing underwriter may request) after the date of the Prospectus (or 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. The terms and conditions of such 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 applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary 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 52(d) and that, in connection with the case of a Block SaleMarketed Offering, (i) no Shareholder the Company’s executive officers and directors shall be subject to a “lock-up” agreement, other than, if requested by the managing underwriter for also have executed 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 Saleform of agreement so negotiated. If any registration pursuant to Section 3 2(b) of this Agreement shall be in connection with any underwritten Public Offeringany: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Corporation 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 (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 (iA) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms thereto or (iiB) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 ninety (90) days after the effective date of the Prospectus for such registration offering except as may otherwise be agreed between with the Corporation and holders of the managing underwriters of Registrable Securities in such Public Offeringoffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “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” shelf registration), pursuant to which such public offering Public Offering shall be made, or such lesser period as is required by the managing underwriter. The terms and conditions of such GP shall be responsible for negotiating all “lock-up” agreements applicable with the underwriters and, in addition to any Shareholder the foregoing provisions of this Section 5, the Shareholders and holders of Registrable Securities agree to execute the form so negotiated; providedthat (each, a “Locked-Up Shareholder”i) or the Company shall be no more restrictive than the terms and conditions of such “lock-up” agreements applicable to any the Sponsor Investor Shareholder and each other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, (iShareholders”) no Shareholder shall be subject to a “lock-up” agreement, other than, if requested by substantially the managing underwriter for such offering, a Shareholder that is participating same in such Block Sale all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such “lock-up” period agreements that apply to Locked-Up Shareholders shall not exceed 90 days after apply to all Locked-Up Shareholders on substantially the trade date in connection same terms with any Block Saleregard to one another. 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 shorter periods as the managing underwriters may agree to with the GP) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees, Holder (a) participating in connection with any an underwritten offering made pursuant to a covered by any Demand Registration Statement filed pursuant to Section 3 or Section 4 hereof Piggyback Registration or (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is b) in the following paragraph)event the Company is issuing shares of its capital stock to the public in an underwritten offering, agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in an for such underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering)offering or pursuant to Article XII of the Partnership Agreement) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any swap or other economic arrangement that transfers to another any of similar provision then in force) under the economic consequences of owning the Common StockSecurities Act, or to give any Demand Notice during the period (a "Lock-Out Period") commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not ending no more than 90 days subsequent to the date (or such shorter period an "Execution Date") specified in the Lock-Out Notice (as defined below) as the managing underwriter may requestanticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such underwriting agreement) after 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 Prospectus Company to each Holder of the anticipated execution of an underwriting agreement (or Prospectus supplement if 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 is made pursuant to a “shelf” registration), pursuant with respect to which such public offering shall be madeLock-Out Notice has been delivered. The terms and conditions of such “lock-up” agreements applicable to any Shareholder (eachNotwithstanding the foregoing, a “Locked-Up Shareholder”) or the Company shall be no may not (a) establish Lock-Out Periods in effect for more restrictive than 208 days in the terms aggregate within any of the consecutive fifteen-month periods commencing on August 7, 1997 and conditions of such “lock(b) cause any Lock-up” agreements applicable Out Period to any other the Locked-Up Shareholder. Notwithstanding anything to the contrary set forth in this Section 5, in connection with a Block Sale, commence (i) no Shareholder shall during the 45-day period immediately following the expiration of any Lock-Out Period, such 45-day period to be subject to a “lock-up” agreement, other than, if requested extended by the managing underwriter one day 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 each day of delay pursuant to Section 3 of this Agreement 7(a); provided, however, that in no event shall be in connection with any underwritten Public Offeringsuch extension exceed 90 days; provided, 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) further, however, that such 90-day limit on Form X-0extensions shall terminate on December 31, Xxxx X-0 or any successor forms thereto 1998; or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planif 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) for its own account, within 90 the date on which all Registrable Securities thereunder shall have been sold and (y) 45 days after the effective date of such registration except as Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may otherwise be agreed between shortened at the Corporation Company's sole discretion by written notice to the Holders, and the managing underwriters applicable Lock-Out Period shall be deemed to have ended on the date such notice is received by the Holders. For the purposes of such Public Offering.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 Investor agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities agrees, in connection with any other underwritten offering made of Common Stock pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement and except for Block Sales for which the applicable provision is in the following paragraphStatement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities Registrable Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stockany Registrable Securities, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 10 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 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 such public offering shall be made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The terms and conditions of such Coordination Committee shall be responsible for negotiating all “lock-up” agreements applicable to any Shareholder (eachwith the underwriters and, 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 in addition to the contrary set forth in foregoing provisions of this Section 5, in connection with a Block Sale, (i) no Shareholder shall be subject the Investors and holders of Registrable Securities agree to a “lock-up” agreement, other than, if requested by execute the 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 Saleform so negotiated. 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 shorter periods as the managing underwriters may agree to with the Coordination Committee) after the effective date of such registration except as may otherwise be agreed between the Corporation and the managing underwriters of such Public Offeringregistration.