Common use of Sale Restrictions Clause in Contracts

Sale Restrictions. (a) Any attempt to transfer any Restricted Shares in violation of the terms of this Agreement shall be null and void ab initio and no right, title or interest therein or thereto shall be transferred to the purported transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted transfer on its records. (b) The Restricted Shares, whether represented by certificates or in book-entry form, will bear a legend in substantially the following form: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws and the holder of such securities may not, directly or indirectly, sell, offer or agree to sell such securities, or otherwise transfer, directly or indirectly, or loan or pledge, through swap or hedging transactions (or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposed of by someone other than such holder thereof), such securities (“Transfer”), other than in accordance with the terms and conditions of the Registration Rights and Lock-Up Agreement, dated as of [ · ], 2024, as it may be amended from time to time, by and between Archrock Inc., a Delaware corporation (the “Company”), TOPS Pledge1, LLC, a Delaware limited liability company (“Pledge1”), and TOPS Pledge2, LLC, a Delaware limited liability company (“Pledge2”, and each of Pledge1 and Pledge2, a “PledgeCo”, and collectively, “TOPS”), and such other persons who become a party thereto in accordance with its terms (the “Registration Rights and Lock-Up Agreement”). The Registration Rights and Lock-Up Agreement contains, among other things, significant restrictions on the Transfer of the securities of the Company and other restrictions on the actions by certain stockholders of the Company relating to the Company and/or its securities. A copy of the Registration Rights and Lock-Up Agreement is available upon request from the Company.” (c) Subject to the restrictions in Section 2.11, the restrictive legends on any Restricted Shares, including the legend in Section 2.12(b), shall be removed if (i) such Restricted Shares are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Restricted Shares is effective under the Securities Act and the applicable Holder delivers to the Company a representation letter (substantially in the form attached as Exhibit B, with such changes and modifications as any broker may reasonably request) agreeing that such Restricted Shares will be sold under such effective Registration Statement, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration under the Securities Act (subject to the transferee agreeing to similar restrictions), (iii) such Restricted Shares may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act, or (iv) such Restricted Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, however, that with respect to clause (iii) or (iv) above, the holder of such shares of Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities laws. The Company shall cooperate with the applicable Holder of Restricted Shares to effect removal of the legends on such shares pursuant to this Section 2.12(c) as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all costs and expenses associated with the removal of a legend pursuant to this Section 2.12(c).

Sale Restrictions. (a) Any attempt to transfer any Restricted Shares in violation of the terms of this Agreement shall be null and void ab initio and no right, title or interest therein or thereto shall be transferred to the purported transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted transfer on its records. (b) The Restricted Shares, whether represented by certificates or in book-entry form, will bear a legend in substantially the following form: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws and the holder of such securities may not, directly or indirectly, sell, offer or agree to sell such securities, or otherwise transfer, directly or indirectly, or loan or pledge, through swap or hedging transactions (or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposed of by someone other than such holder thereof), such securities (“Transfer”), other than in accordance with the terms and conditions of the Registration Rights and Lock-Up Agreement, dated as of [ · ]August 30, 2024, as it may be amended from time to time, by and between Archrock Inc., a Delaware corporation (the “Company”), TOPS Pledge1, LLC, a Delaware limited liability company (“Pledge1”), and TOPS Pledge2, LLC, a Delaware limited liability company (“Pledge2”, and each of Pledge1 and Pledge2, a “PledgeCo”), and TOPS NewCo, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Pledge1 (collectively, with the PledgeCos, “TOPS”), and such other persons who become a party thereto in accordance with its terms (the “Registration Rights and Lock-Up Agreement”). The Registration Rights and Lock-Up Agreement contains, among other things, significant restrictions on the Transfer of the securities of the Company and other restrictions on the actions by certain stockholders of the Company relating to the Company and/or its securities. A copy of the Registration Rights and Lock-Up Agreement is available upon request from the Company.” (c) Subject to the restrictions in Section 2.11, the restrictive legends on any Restricted Shares, including the legend in Section 2.12(b), shall be removed if (i) such Restricted Shares are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Restricted Shares is effective under the Securities Act and the applicable Holder delivers to the Company a representation letter (substantially in the form attached as Exhibit B, with such changes and modifications as any broker may reasonably request) agreeing that such Restricted Shares will be sold under such effective Registration Statement, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration under the Securities Act (subject to the transferee agreeing to similar restrictions), (iii) such Restricted Shares may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act, or (iv) such Restricted Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, however, that with respect to clause (iii) or (iv) above, the holder of such shares of Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities laws. The Company shall cooperate with the applicable Holder of Restricted Shares to effect removal of the legends on such shares pursuant to this Section 2.12(c) as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all costs and expenses associated with the removal of a legend pursuant to this Section 2.12(c).

Sale Restrictions. (a) Any attempt to transfer any Restricted Shares in violation of the terms of this Agreement shall be null and void ab initio and no right, title or interest therein or thereto shall be transferred to the purported transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted transfer on its records. (bi) The Restricted Shares, whether represented by certificates or in book-entry form, will bear a legend in substantially the following form: “The securities represented by this certificate have Purchaser hereby agrees not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws and the holder of such securities may not, directly or indirectly, to sell, offer or agree to sell such securities, encumber or otherwise transfer, directly or indirectly, or loan or pledge, through swap or hedging transactions (or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposed of by someone other than such holder thereof), such securities transfer (“Transfer”), other than in accordance with the terms and conditions ) any of the Registration Rights and LockRegistrable Securities during the 24-Up Agreementmonth period following the Closing Date, dated as of [ · ]provided that the Purchaser will be able to Transfer, 2024, as it may be amended from time subject to time, by and between Archrock Inc., a Delaware corporation (the “Company”), TOPS Pledge1, LLC, a Delaware limited liability company (“Pledge1”), and TOPS Pledge2, LLC, a Delaware limited liability company (“Pledge2”, and each of Pledge1 and Pledge2, a “PledgeCo”, and collectively, “TOPS”), and such other persons who become a party thereto in accordance with its terms (the “Registration Rights and Lock-Up Agreement”). The Registration Rights and Lock-Up Agreement contains, among other things, significant any applicable restrictions on the Transfer of the pursuant to applicable securities of the Company and other restrictions on the actions by certain stockholders of the Company relating to the Company and/or its securities. A copy of the Registration Rights and Lock-Up Agreement is available upon request from the Company.” (c) Subject to the restrictions in Section 2.11, the restrictive legends on any Restricted Shares, including the legend in Section 2.12(b), shall be removed if laws: (i) such Restricted Shares are sold pursuant up to an effective Registration Statement25% of the Registrable Securities beginning 6 months following the Closing Date, (ii) up to an additional 25% of the Registrable Securities beginning 12 months following the Closing Date and (iii) up to an additional 25% of the Registrable Securities beginning 18 months following the Closing Date (in each case without taking into account any securities that ceased to be Registrable Securities pursuant to the last sentence of the definition of Registrable Securities). The Purchaser will not be subject to any Transfer restrictions following the 2nd anniversary of the Closing Date, except for any applicable restrictions pursuant to applicable securities laws. (ii) The restrictions on Transfer set forth in Section 6(a)(i) shall not apply with respect to: a) the Transfer by a Registration Statement covering Holder of all or any of its Registrable Securities in a transaction exempt from the resale of such Restricted Shares is effective registration requirements under the Securities Act and to any affiliate of such Holder, so long as prior to or concurrent with any such Transfer the applicable Holder delivers affiliate agrees to the Company a representation letter (substantially in the form attached as Exhibit B, with such changes and modifications as any broker may reasonably request) agreeing that such Restricted Shares will be sold under such effective Registration Statement, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration under the Securities Act (subject to the transferee agreeing to similar restrictions), (iii) such Restricted Shares may be sold bound by the holder thereof free of restrictions pursuant terms hereunder as a “Holder” and executes a joinder to Rule 144(bthis Agreement; or b) under the Securities Act, or (iv) such Restricted Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, however, that with respect to clause (iii) or (iv) above, the holder of such shares of Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required Transfer by the Company to confirm that the legend may be removed under applicable securities laws. The Company shall cooperate with the applicable a Holder of Restricted Shares to effect removal all or any of the legends on such shares pursuant to this Section 2.12(c) as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder its Registrable Securities pursuant to the immediately preceding sentence). The terms of any tender offer, exchange offer, merger, reclassification, reorganization, recapitalization or other similar transaction in which all holders of ordinary shares of the Company shall bear all costs and expenses associated with are offered, permitted or required to participate as holders of ordinary shares, provided that such tender offer, exchange offer, merger, reclassification, reorganization, recapitalization or other transaction has been approved or recommended by the removal Board of a legend Directors of the Company; or c) in the event the Purchaser becomes obligated to indemnify any Buyer Group Indemnified Party (as such term is defined in the Master Agreement) pursuant to this Section 2.12(c)Article VII of the Master Agreement, the Transfer by the Purchaser of up to such number of Registrable Securities as is necessary to allow the Purchaser to satisfy such indemnification obligation out of the proceeds from such Transfer.

Sale Restrictions. (a) Any attempt to transfer any Restricted Shares The Company shall advise each Shareholder in violation writing of the terms commencement of this Agreement any period in which the Company prohibits the senior executives of the Company from purchasing or selling securities of the Company in the open market in connection with the Company's filing of a Form 10-K or Form 10-Q with the Commission (any such period, a "Quarterly Blackout Period"). No Shareholder shall be null and void ab initio and no rightsell, title transfer or interest therein or thereto shall be transferred otherwise dispose of any Registrable Securities pursuant to the purported transfereeShelf Registration Statement, nor shall they deliver a Sale Notice pursuant to paragraph (b) below, during a Quarterly Blackout Period. The Each Quarterly Blackout Period shall expire on the date on which the Company will not giveno longer prohibits the senior executives of the Company from purchasing or selling securities of the Company in the open market in connection with the Company's filing of a Form 10-K or Form 10-Q with the Commission, and will not permit the Company’s transfer agent to give, any effect to Company shall advise each Shareholder in writing of the expiration of each Quarterly Blackout Period on the date that such attempted transfer on its recordsperiod expires. (b) The Restricted SharesFor any sale, whether represented by certificates transfer or in book-entry formother disposition of Registrable Securities pursuant to the Shelf Registration Statement, will bear a legend in substantially each Shareholder shall give the following form: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws and the holder Company prior written notice of such securities may notsale, directly or indirectly, sell, offer or agree to sell such securities, or otherwise transfer, directly or indirectly, or loan or pledge, through swap or hedging transactions (transfer or other transaction which is designed disposition (any such notice, a "Sale Notice"). Each Shareholder shall only be entitled to submit twelve Sale Notices to the Company in any calendar year. Such Shareholder shall not consummate the sale, transfer or which reasonably could be expected to lead to or result other disposition of Registrable Securities specified in a sale Sale Notice unless and until the Company has advised such Shareholder whether an amendment or disposed supplement to the Shelf Registration Statement is necessary or appropriate in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations; provided that if the Company shall not have so advised such Shareholder within three business days after a Sale Notice has been delivered, the Company shall be deemed to have advised such Shareholder on such third business day that no amendment or supplement to the Shelf Registration Statement is required (a "Deemed Sale Advice") and such Shareholder may consummate the sale, transfer or other disposition of by someone other than Registrable Securities described in such holder thereofSale Notice at any time during the five business day period commencing on the first business day following the date on which such Shareholder received such Deemed Sale Advice. The Company shall use reasonable efforts to advise any Shareholder that submits a Sale Notice whether the Company considers it necessary or appropriate for the Shelf Registration Statement to be amended or supplemented in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations as promptly as practicable after receipt of such Sale Notice. If, after receipt of a Sale Notice from a Shareholder, the Company advises such Shareholder that no amendment or supplement to the Shelf Registration Statement is necessary or appropriate in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations (a "Sale Advice"), such securities (“Transfer”)Shareholder may consummate the sale, transfer or other than disposition described in accordance such Sale Notice at any time during the five business day period commencing on the first business day following the date on which such Shareholder received such Sale Advice. If, after receipt of a Sale Notice from a Shareholder, the Company advises such Shareholder in writing that the Company considers it necessary or appropriate for the Shelf Registration Statement to be amended or supplemented in order for sales thereunder to be made in compliance with the terms Commission's applicable rules and conditions regulations prior to such Shareholder's receipt of a Sale Advice or Deemed Sale Advice with respect to such Sale Notice, such Shareholder shall suspend the sale, transfer or other disposition of its Registrable Securities described in such Sale Notice until the Company advises such Shareholder that the Shelf Registration Statement has been amended or supplemented and declared effective. The Company shall use reasonable efforts to file any such amendment or supplement and cause the Shelf Registration Statement to be declared effective as soon as promptly as practicable; provided that if such amendment or supplement is not filed, and the Shelf Registration Statement is not declared effective, within five business days of the Registration Rights and Lock-Up Agreementdate that the Company advises a Shareholder that such amendment or supplement is required, dated then the related Sale Notice given by such Shareholder shall not count as of [ · ], 2024, as it may be amended from time to time, by and between Archrock Inc., a Delaware corporation (the “Company”), TOPS Pledge1, LLC, a Delaware limited liability company (“Pledge1”), and TOPS Pledge2, LLC, a Delaware limited liability company (“Pledge2”, and each of Pledge1 and Pledge2, a “PledgeCo”, and collectively, “TOPS”), and such other persons who become a party thereto in accordance with its terms (the “Registration Rights and Lock-Up Agreement”). The Registration Rights and Lock-Up Agreement contains, among other things, significant restrictions on the Transfer one of the securities of the Company and other restrictions on the actions by certain stockholders of the Company relating twelve Sale Notices that such Shareholder is entitled to deliver to the Company and/or its securitiesin any calendar year. A copy of Notwithstanding the Registration Rights and Lock-Up Agreement is available upon request from preceding sentence, the Company.” (c) Subject Company may delay filing any amendment or supplement to the restrictions Shelf Registration Statement, and may cause its effectiveness to be delayed, if the Company advises such Shareholder in Section 2.11, its written notice that the restrictive legends on any Restricted Shares, including Company has determined that the legend in Section 2.12(b), shall be removed if filing of such amendment or supplement (or the declaration of its effectiveness) will (i) interfere with or adversely affect the negotiation, completion, marketing or pricing of any transaction, including, without limitation, any securities offering, that is being contemplated by the Company (whether or not a final decision has been made to undertake such Restricted Shares are sold pursuant a transaction) at the time the right to an effective Registration Statementdelay is exercised, or (ii) a Registration Statement covering the resale of such Restricted Shares is effective under the Securities Act and the applicable Holder delivers to the Company a representation letter (substantially involve initial or continuing disclosure obligations not in the form attached as Exhibit B, with such changes and modifications as any broker may reasonably request) agreeing that such Restricted Shares will be sold under such effective Registration Statement, pursuant to Rule 144 under best interest of the Securities Act or pursuant to an exemption from registration under the Securities Act (subject to the transferee agreeing to similar restrictions), (iii) such Restricted Shares may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act, or (iv) such Restricted Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities ActCompany; provided, however, that (A) the Company shall not exercise its right to delay with respect to clause such Shareholder on more than two occasions during any calendar year, (iiiB) or the period of each such delay shall not exceed thirty days from the date of the Company's written notice to such Shareholder, and (ivC) abovewith respect to each such delay, the holder Company shall use its reasonable efforts to minimize the period of such shares of Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by delay. If the Company to confirm so notifies a Shareholder that the legend may filing of any amendment or supplement to the Shelf Registration Statement will be removed under applicable securities laws. The Company shall cooperate with delayed or that the applicable Holder of Restricted Shares to effect removal effectiveness of the legends on such shares pursuant to this Section 2.12(c) as soon as reasonably practicable after delivery of notice from such Holder that Shelf Registration Statement will be delayed then the conditions to removal are satisfied (together with any documentation required to be delivered Sale Notice given by such Holder pursuant Shareholder with respect to the immediately preceding sentence). The sale, transfer or other disposition that is suspended as a result of such delay shall not count as one of the twelve Sale Notices that such Shareholder is entitled to deliver to the Company shall bear all costs and expenses associated with the removal of a legend pursuant to this Section 2.12(c)in any calendar year.

Sale Restrictions. (a1) Any attempt No Current Shareholder shall sell, encumber, pledge or create a security interest in or otherwise deal with any Caymanco Shares except as provided in Section 8.1(4) hereto or pursuant to transfer Section 6.2 hereof. (2) No proposed dealing with any Restricted Caymanco Shares (including the issuance thereof) in violation of the terms of this Agreement shall be null valid, and void ab initio and no rightCaymanco shall not record or transfer any of the Caymanco Shares dealt with in violation of this Agreement in the records of Caymanco nor shall any voting rights attached to such Caymanco Shares be exercised, title or interest therein or thereto nor shall any dividends be paid on such Shares during the period of such violation. Such disqualification shall be transferred in addition to and not in lieu of any other remedies to enforce the purported transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted transfer on its recordsprovisions of this Agreement. (b3) The Restricted SharesNotwithstanding anything else herein contained, whether represented every transfer of all or a portion of the Caymanco Shares held by certificates or a Current Shareholder, and any issue of securities by Caymanco, in book-entry form, will bear a legend in substantially addition to the following form: “The securities represented by this certificate have not been registered under requirements of the United States Securities Act of 1933, as amended, or applicable state securities laws and the holder Caymanco Constating Documents, shall be subject to the condition that the proposed transferee, or holder, if not already bound by this Agreement, shall first enter into an agreement with the other parties hereto to be bound hereby. (4) Each of the Current Shareholders shall be permitted to transfer his, her or its Caymanco Shares as follows without compliance with the provisions of this Article 8, other than Section 8.1(3), Section 8.2 and Section 11.4: (a) to a corporation, the shareholder of which is the Current Shareholder provided that the Current Shareholder legally and beneficially controls such securities may notcorporation and legally and beneficially owns, directly or indirectly, sell100% of the issued and outstanding shares of such corporation; (b) to a trust, offer the beneficiaries of which are members of the family (related by blood, adoption or agree marriage to sell such securitiesthe Shareholder) of the Current Shareholder and provided that the trustee is the Current Shareholder, or otherwise transfer, directly or indirectly, or loan or pledge, through swap or hedging transactions (or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposed of an entity at all times controlled by someone other than such holder thereof), such securities (“Transfer”), other than in accordance with the terms and conditions of the Registration Rights and Lock-Up Agreement, dated as of [ · ], 2024, as it may be amended from time to time, by and between Archrock Inc., a Delaware corporation (the “Company”), TOPS Pledge1, LLC, a Delaware limited liability company (“Pledge1”), and TOPS Pledge2, LLC, a Delaware limited liability company (“Pledge2”, and each of Pledge1 and Pledge2, a “PledgeCo”, and collectively, “TOPS”), and such other persons who become a party thereto in accordance with its terms (the “Registration Rights and Lock-Up Agreement”). The Registration Rights and Lock-Up Agreement contains, among other things, significant restrictions on the Transfer of the securities of the Company and other restrictions on the actions by certain stockholders of the Company relating to the Company and/or its securities. A copy of the Registration Rights and Lock-Up Agreement is available upon request from the Company.”Current Shareholder; (c) Subject to a self-managed registered retirement savings plan or a similar investment vehicle, registered in the name of the Current Shareholder; or (d) as otherwise agreed by BMO Xxxxxxx Xxxxx, acting reasonably, provided that in each case the transferee agrees to comply with the obligations of the Current Shareholder under this Agreement, and provided further that the Current Shareholder shall not be relieved of its obligations hereunder by such assignment. (5) Upon the death of a Current Shareholder, the Caymanco Shares of the Current Shareholder shall pass to the restrictions in Section 2.11, estate of the restrictive legends on any Restricted Shares, including the legend in Section 2.12(b), Current Shareholder which estate shall be removed if (i) such Restricted Shares are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Restricted Shares is effective under the Securities Act and the applicable Holder delivers to the Company a representation letter (substantially in the form attached as Exhibit B, with such changes and modifications as any broker may reasonably request) agreeing that such Restricted Shares will be sold under such effective Registration Statement, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration under the Securities Act (subject to the transferee agreeing to similar restrictions), (iii) such Restricted Shares may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act, or (iv) such Restricted Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, however, that with respect to clause (iii) or (iv) above, the holder of such shares of Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities laws. The Company shall cooperate with the applicable Holder of Restricted Shares to effect removal of the legends on such shares pursuant to this Section 2.12(c) as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all costs and expenses associated with the removal of a legend pursuant to this Section 2.12(c)bound hereby.

Sale Restrictions. (a) Any attempt The Purchaser shall not, and shall not cause or permit its Affiliates or any Group, including the Purchaser or any of its Affiliates to, directly or indirectly, offer, sell, transfer, assign, exchange, grant an option to transfer any Restricted Shares in violation purchase, hedge, short sell, encumber, pledge, hypothecate or otherwise dispose of the terms Beneficial Ownership of Shares or any Notes, whether in one or more transactions (any such act or series of acts, a "Transfer"), except as permitted by this Agreement shall be null and void ab initio and no rightotherwise in compliance with all applicable requirements of law, title which any such noncompliance would have an adverse effect or interest therein or thereto shall be transferred to the purported transferee. The Company will not give, and will not permit impact on the Company’s transfer agent . In addition, except for Transfers pursuant to givea Public Resale (as defined below) or sales to a Form 13F Filer, Purchaser may not Transfer any Shares or Notes if immediately after giving effect to such attempted transfer on Transfer the transferee and its recordsAffiliates or any Group would Beneficially Own 5% or more of the outstanding shares of Common Stock, unless prior to or simultaneously with any such Transfer, such transferee agrees in writing to be bound by the terms and conditions of this Agreement. To the extent any Transfer permitted hereunder requires the approval of the Company or its Board of Directors, the Company and/or its Board of Directors shall not unreasonably delay delivering such consent. (b) The Restricted SharesPurchaser shall not, whether represented by certificates and shall not cause or in book-entry form, will bear a legend in substantially permit its Affiliates or any Group including the following form: “The securities represented by this certificate have not been registered under the United States Securities Act Purchaser or any of 1933, as amended, or applicable state securities laws and the holder of such securities may notits Affiliates to Transfer, directly or indirectly, sellany Shares or any Notes, offer other than in one or more of the following transactions: (i) a Transfer of Shares or Notes any time after ________, 2000(1/) pursuant to (A) a bona fide secondary offering of Shares or Notes registered under the Securities Act effectuated through the exercise by the Purchaser or its permitted transferee of its registration rights as contemplated by Section 2, 3 or 4 of the Equity Registration Rights Agreement or by Section 2, 3 or 4 of the Notes Registration Rights Agreement, (B) a purchase agreement with a placement agent or group of placement agents covering the Shares, Notes or any Derivative Securities (as defined in the Equity Registration Rights Agreement) that contemplates the immediate resale of securities by such placement agent pursuant to the resale exemption provided by Rule 144A promulgated under the Securities Act solely to Qualified Institutional Buyers (as defined in the Securities Act) and other permitted purchasers under Rule 144A or to "off-shore purchasers" in a Transfer permitted by Regulation S promulgated under the Securities Act (any such transaction, a "Rule 144A/ Reg S -------- (1/) Six month anniversary of the First Closing Date. Transaction"), or (C) bona fide "brokers transactions" as permitted by or as otherwise permitted by the exemption from registration of the resale of the Shares under the Securities Act provided by Rule 144 promulgated thereunder; provided that in the case of each of clauses (A) through (C), no Person or Group other than a Form 13F Filer, to the Purchaser's knowledge (and the Purchaser shall require any underwriter or placement agent for such Transfer to agree to sell use its reasonable efforts to so ensure), would Beneficially Own in excess of 5% of the Common Stock then issued and outstanding immediately after giving effect to such securitiesTransfer (a Transfer made pursuant to this clause (i) referred to as a "Public Resale") and any such Transfer also complies with the limitations specified in Section 2.2(d) below; and (ii) any other Transfer which has been approved by the Board of Directors. (c) From and after ________, 2000(2/) until __________, 2001,(3/) the Purchaser shall not, and shall not cause or otherwise transferpermit its Affiliates or any Group including the Purchaser or any of its Affiliates to Transfer, directly or indirectly, any Shares or loan any Notes to any Person that, to the knowledge of the Purchaser, would result, immediately after giving effect to such Transfer, in such Person Beneficially Owning more than 5% of the shares of Common Stock then issued and outstanding, except (i) a Transfer approved by the Board of Directors, (ii) a Transfer constituting a Public Resale, or pledge(iii) a Transfer to any Person that is, through swap and immediately after giving effect to such Transfer, would be a Form 13F Filer. (d) In addition to the foregoing restrictions, from and after ________, 2000(4/) until ________, 2001,(5/) the Purchaser shall not, and shall not cause or hedging transactions permit its Affiliates or any Group including the Purchaser or any of its Affiliates to Transfer, directly or indirectly, any Shares or any Notes (including any Derivative Securities) that would otherwise be permitted by this Section 2.2(b) or other transaction which is designed (c) if, immediately after giving effect to or which reasonably could be expected such Transfer, the Purchaser and its Affiliates would no longer Beneficially Own and own as of record at least 50% of the number of the Shares and 50% of the aggregate principal amount of the Notes that were originally acquired by the Purchaser pursuant to lead the Securities Purchase Agreement; provided, however, that the limitations contained in this Section 2.2(d) shall not apply to or result Transfers by the Purchaser exercising its Tag-Along Right (as defined below) as provided in a sale or disposed of by someone other than such holder thereof), such securities (“Transfer”), other than and in accordance with Section 3.2. -------- (2/) First anniversary of the First Closing Date. (3/) Second anniversary of the First Closing Date. (4/) Six month anniversary of the First Closing Date. (5/) 18 month anniversary of the First Closing Date. (e) From and after ________, 2001,(6/) if the Purchaser has received a bona fide offer to buy all or any portion of its Shares or Notes from any Person (a "Third Party Offeror") and desires to accept such offer (in each case, a "Third Party Offer"), the Purchaser shall send a written notice (an "Offering Notice") to the Company, which shall state (A) the number and/or principal amount of Shares and/or Notes proposed to be transferred to the Third-Party Offeror (the "Offered Securities"), (B) the proposed purchase price per Share and/or per Note to be paid by the Third Party Offeror (the "Offer Price"), (C) the name of the Third Party Offeror, and (D) the proposed closing date for the Third Party Offer (the "Third Party Closing Date") which date shall not be sooner than 30 days from the date an Offering Notice is received (as determined under Section 4.6 hereof) by the Company. The Offering Notice shall also state any other material terms and conditions of the Third Party Offer and shall include copies of the contemplated definitive agreements (to the extent available and, if not available, drafts thereof that are the most recent versions thereof) for the Third Party Offer and all writings between the Third Party Offeror and the Purchaser that would be reasonably necessary for Purchaser to establish the terms and conditions of the Registration Rights Third Party Offer. For clarification purposes, it is understood and Lock-Up Agreement, dated as agreed that the provisions of [ · ], 2024, as it may this Section 2.2(e) shall not apply to a Transfer by Purchaser that constitutes a Public Resale. (i) The Offering Notice shall not be amended from time effective unless and until all of the following conditions are met: (A) the Offering Notice shall be accompanied by a certificate of the Purchaser to time, the Company stating that the Third Party Offer has been approved by the boards of directors (or the equivalent if the Third Party Offeror is not a corporation) of the Third Party Offeror (if required by such Third Party Offeror and between Archrock Inc., a Delaware corporation (solely to the “Company”), TOPS Pledge1, LLC, a Delaware limited liability company (“Pledge1”Purchaser's knowledge based on representations and warranties of the Third Party Offeror), and TOPS Pledge2, LLC, a Delaware limited liability company (“Pledge2”, and each that Purchaser has made the Third Party Offeror aware of Pledge1 and Pledge2, a “PledgeCo”, and collectively, “TOPS”the rights of the Company contained in this Section 2.2(e), and that if as a result of such other persons who Transfer of Offered Securities the Third Party Offeror would, immediately after giving effect to such Transfer (except if the Third-Party Offeror would be a Form 13F Filer immediately after giving effect to such Transfer), Beneficially Own 5% or more of the Company's then issued and outstanding shares of Common Stock, such Person will be obligated to become a party thereto to this Agreement and agree in accordance with its writing to be bound by the terms and conditions hereof to the same extent and in the same manner as the Purchaser; (B) the “Registration Rights Offer Price shall be payable wholly in cash; and Lock-Up Agreement”). The Registration Rights and Lock-Up Agreement contains, among other things, significant restrictions on (C) the Transfer of the securities of the Company and other restrictions on the actions by certain stockholders of the Company relating Third Party Offeror shall have furnished evidence satisfactory to the Company and/or in its securities. A copy of the Registration Rights and Lock-Up Agreement is available upon request from the Company.” (c) Subject reasonable judgment as to the restrictions in Section 2.11, financial ability or resources of such Third Party Offeror to consummate the restrictive legends on any Restricted Shares, including the legend in Section 2.12(b), shall be removed if (i) such Restricted Shares are sold pursuant to an effective Registration Statement, proposed purchase. (ii) For a Registration Statement covering period of 30 days after the resale receipt (as determined under Section 4.6 hereof) of such Restricted Shares is effective under the Securities Act and the applicable Holder delivers to the Company a representation letter (substantially in the form attached as Exhibit B, with such changes and modifications as any broker may reasonably request) agreeing that such Restricted Shares will be sold under such effective Registration Statement, Offering Notice pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration under the Securities Act -------- (subject to the transferee agreeing to similar restrictions), (iii6/) such Restricted Shares may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act, or (iv) such Restricted Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, however, that with respect to clause (iii) or (iv) above, the holder of such shares of Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities laws. The Company shall cooperate with the applicable Holder of Restricted Shares to effect removal Second anniversary of the legends on such shares pursuant to this Section 2.12(c) as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all costs and expenses associated with the removal of a legend pursuant to this Section 2.12(c)First Closing Date.